MEDICAL RESOURCE COMPANIES OF AMERICA
10QSB, 1995-11-02
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>
 
                                 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 September 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 October 31, 1995, the issuer had outstanding 17,522,000 shares of par value
$.01 common stock.

                                       1
<PAGE>
 
                     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 nine month period ended September 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
<PAGE>
 
                     Medical Resource Companies of America
                          CONSOLIDATED BALANCE SHEETS
                   (Amounts in thousands, except share data)
<TABLE>
<CAPTION>
                                             September 30,   December 31,
                                                  1995           1994
                                             --------------  ------------
                                              (Unaudited)
<S>                                          <C>             <C>
  ASSETS
 
CURRENT ASSETS
 Cash                                              $10,567        $ 8,376
 Accounts receivable - trade, less
   allowance of $191 in 1995 and
   $630 in 1994                                        884          2,079
 Loans receivable                                    1,190              -
 Inventories                                           342            370
 Deferred income tax benefit                            33          2,185
 Real estate under contract of sale                      -         14,889
 Due from affiliates                                   181            185
 Other current assets                                1,167          1,274
                                                   -------        -------
  Total current assets                              14,364         29,358
 
REAL ESTATE                                          3,158          3,204
 
INVESTMENT IN SECURITIES, AT COST                    1,780          1,678
 
MORTGAGE NOTES RECEIVABLE                            6,870          6,700
 
PROPERTY, PLANT AND EQUIPMENT, AT COST
 Land                                                  100            100
 Buildings and improvements                            767            767
 Construction-in-progress                              122              -
 Equipment and furnishings                             398            388
 Rental equipment                                    1,901          1,663
                                                   -------        -------
                                                     3,288          2,918
  Less accumulated depreciation                      1,317            993
                                                   -------        -------
                                                     1,971          1,925
 
 
OTHER ASSETS
 Excess of cost of purchased companies
   over net assets acquired, net of
   accumulated amortization of $493 and
   $426 in 1995 and 1994, respectively               1,281          1,347
 Patents, net of accumulated amortization
   of $287 and $249 in 1995 and 1994,
   respectively                                        560            598
 Other                                                 192            414
                                                   -------        -------
                                                     2,033          2,359
                                                   -------        -------
                                                   $30,176        $45,224
                                                   =======        =======
 
</TABLE>

                                       3
<PAGE>
 
                     Medical Resource Companies of America
                          CONSOLIDATED BALANCE SHEETS
                   (Amounts in thousands, except share data)
<TABLE>
<CAPTION>
                                               September 30,   December 31,
                                                    1995           1994
                                               --------------  ------------
                                                (Unaudited)
<S>                                            <C>             <C>
 
  LIABILITIES AND STOCKHOLDERS' EQUITY
 
CURRENT LIABILITIES
 Note payable                                        $     -       $  5,022
 Current maturities of long-term
   debt                                                   71            379
 Long-term debt collateralized by
   properties under contract of sale                       -          8,933
 Accounts payable - trade                                630          1,319
 Accrued expenses                                      1,355          1,755
 Other current liabilities                               107          1,479
                                                     -------       --------
  Total current liabilities                            2,163         18,887
 
LONG-TERM DEBT                                           904          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, 17,581 and
   18,542 shares in 1995 and 1994,
   respectively                                          188            185
 Additional paid-in capital                           34,361         36,442
 Accumulated deficit                                  (8,088)       (12,156)
                                                     -------       --------
                                                      26,464         24,582
   Less stock purchase notes receivable               (2,438)        (2,438)
                                                     -------       --------
                                                      24,026         22,144
                                                     -------       --------
                                                     $30,176       $ 45,224
                                                     =======       ========
</TABLE>

                                       4
<PAGE>
 
                     Medical Resource Companies of America
                      CONSOLIDATED STATEMENTS OF EARNINGS
                 (Amounts in thousands, except per share data)
<TABLE>
<CAPTION>
 
                                    For the Three               For the Nine
                                  Month Period Ended         Month Period Ended
                                     September 30,              September 30,
                                   1995       1994          1995        1994
                                  ------     ------        ------      ------
                                      (Unaudited)                (Unaudited)
<S>                                 <C>      <C>            <C>        <C>
 
Revenue                             
 Sales and rentals of mobility      
   products                         $  772   $   727        $ 1,659    $ 1,645
 Long-term care facilities          
   operating revenue                     -     1,944            552      5,977
 Real estate operations                149       245            521      1,844
 Gain on sales of assets             1,138       850          7,043      3,749
 Interest and dividends                383       154            966        374
 Other                                   5         -             14          -
                                    ------    ------        -------    -------
                                     2,447     3,920         10,755     13,589
                                    ------    ------        -------    -------
                                    
Expenses                            
 Cost of mobility products sales    
   and rentals                         443       385          1,275      1,204
 Long-term care facilities           
   operating expenses                    -     1,264            318      3,817
   Real estate operations               83       149            270      1,404
 General and administrative            788     1,030          2,371      2,916
 Interest                               29       677            179      2,290
                                    ------    ------        -------    -------
                                     1,343     3,505          4,413     11,631
                                    ------    ------        -------    -------
    Earnings from continuing        
     operations before              
     income taxes                    1,104       415          6,342      1,958
                                    
                                    
Income tax expense                     371       141          2,152        666
                                    ------    ------        -------     ------
                                    
    Earnings from continuing        
     operations                        733       274          4,190      1,292
                                    
Discontinued operations             
 Earnings from operations,          
  net of income taxes                    -        81              -        135
 Gain on disposal,                  
  net of income taxes                    -         -              -        530
                                    ------    ------        -------    -------
                                    
      NET EARNINGS                     733       355          4,190      1,957
                                    
Preferred stock dividend            
  requirement                           48        73            176        254
                                    -------   ------        -------    -------
                                    
Earnings allocable to common        
  shareholders                      $   685   $  282        $ 4,014    $ 1,703
                                    =======   ======        =======    =======
</TABLE>                            

                                       5
<PAGE>
 
                     Medical Resource Companies of America
                CONSOLIDATED STATEMENTS OF EARNINGS - CONTINUED
                 (Amounts in thousands, except per share data)
                                        
                                     For the Three          For the Nine
                                   Month Period Ended    Month Period Ended
                                     September 30,          September 30,
                                     1995      1994        1995      1994
                                   --------  --------    -------   --------
                                       (Unaudited)           (Unaudited)


Earnings per share
     Continuing operations          $   .04    $  .01    $   .23    $   .06
     Net earnings                   $   .04    $  .01    $   .23    $   .09


Weighted average number of common
  and equivalent shares outstanding  17,448    18,395     17,755     18,395

                                       6
<PAGE>
 
                     Medical Resource Companies of America
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Amounts in thousands)
<TABLE>
<CAPTION>
 
                                                   For The Nine
                                               Month Period Ended
                                           September 30,   September 30,
                                                1995            1994
                                           -------------   -------------
                                             (Unaudited)     (Unaudited)
<S>                                         <C>             <C>
 
Cash flows from operating activities
  Net earnings                                 $ 4,190         $ 1,957
  Adjustments to reconcile net
   earnings to net cash used in
   operating activities
     Depreciation and amortization                 528           1,393
     Gain on sales of assets                    (7,043)         (2,739)
     Gain on sale of subsidiary                      -            (804)
  Recognition of deferred gain                       -          (1,010)
  Changes in operating assets
    and liabilities
      Due from/to affiliates                         4            (175)
      Accounts receivable                        1,195            (469)
      Refundable income taxes                        -             945
      Deferred tax benefit                       2,152             877
      Inventories                                   28             186
      Other current and noncurrent
        assets                                     760          (2,317)
      Accounts payable and other
        liabilities                             (2,461)           (163)
                                               -------         -------
 
          Total adjustments                     (4,837)         (4,276)
                                               -------         -------
 
          Net cash used in operating
            activities                            (647)         (2,319)
 
 Cash flows from investing activities
   Proceeds from sales of assets, net           21,197          25,141
   Additions to loans receivable                (5,788)              -
   Repayments of loans receivable                4,599               -
   Additions to real estate                        (33)           (458)
   Purchase of property and equipment             (377)           (832)
   Sale of subsidiary                                -            (273)
                                               -------         -------
             Net cash provided by
             investing activities               19,598          23,578
</TABLE>

                                       7
<PAGE>
 
                     Medical Resource Companies of America
               CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
                             (Amounts in thousands)
<TABLE>
<CAPTION>
                                                   For The Nine
                                                 Month Period Ended
                                           September 30,     September 30,
                                                1995               1994
                                              ---------         ----------
                                             (Unaudited)       (Unaudited)
 
<S>                                          <C>               <C>

Cash flows from financing activities
  Proceeds from borrowings
  Affiliates                                 $       -         $  1,000
  Other                                              -            2,752
  Payments on debt                             (14,252)         (20,180)
  Dividends on preferred stock                    (122)            (130)
  Retirement of preferred stock                 (1,085)               -
  Purchase of treasury stock                    (1,301)               -
  Repurchase of stock options                        -             (178)
                                              --------         --------
                                                            
         Net cash used in                                   
           financing activities                (16,760)         (16,736)
                                              --------         --------
                                                            
         NET INCREASE IN CASH                    2,191            4,523
                                                            
Cash at beginning of period                      8,376            1,083
                                              --------         --------
                                                            
Cash at end of period                        $  10,567         $  5,606
                                             =========         ========
</TABLE>                                                    



Supplemental information on noncash investing and financing activities is as
follows:
<TABLE>
<CAPTION>
 
 
Sale of subsidiary
<S>                                          <C>                <C>
  Noncash assets                             $       -          $  4,462
  Liabilities                                        -            (3,861)
  Preferred stock received                           -            (1,678)
  Gain on sale of subsidiary                         -               804
                                             ---------          --------
          Subsidiary cash                    $       -          $   (273)
                                             =========          ========
 
Conversion of subordinated debenture
  Debt retired                                (200,000)
  Common stock issued                          200,000

</TABLE>

                                       8
<PAGE>
 
ITEM 2.  Management's Discussion and Analysis of Financial
         -------------------------------------------------
         Condition and Results of Operations.
         ------------------------------------

Medical Resource Companies of America and its subsidiaries ("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 also has a
facility under construction in Muskogee, Ok.  The Company currently has four
sites under contract in the state of Texas.  The Company is also investigating
sites in other markets in the state of Texas and in other states.

                                       9
<PAGE>
 
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 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 September 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 $3,158,000.

                                       10
<PAGE>
 
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

At September 30, 1995 current assets exceeded current liabilities by
$12,201,000.  During 1995 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%.

In June 1995 the Company sold it's economic interest in a legal claim with
respect to Wespac Investors Trust III.  The Company received proceeds of
$1,085,000.  The Company utilized the proceeds to redeem it's outstanding
Series "A" preferred stock for $1,085,000.  The preferred stock had a dividend
rate of 12%.

As part of a larger transaction that occurred in 1992, the Company received
the rights to receive interest on certain escrow funds in the year 2028.  At
the time of the transaction, for accounting purposes,  the Company placed no
value on that right.  In August 1995 the Company sold it's rights to the
future interest for $1,138,000 in cash.

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 October 1995 the Company purchased an additional 60,000 shares of
its common stock.

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 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
<PAGE>
 
RESULTS OF OPERATIONS
- ---------------------

Three and nine month period ended September 30, 1995 compared to three and
nine month period ended September 30, 1994.

Net earnings for the three and nine month period ended September 30, 1995 were
$733,000 and $4,190,000 respectively as compared to $355,000 and $1,957,000
respectively.


Mobility Products
- -----------------

Revenue from Odyssey and Aviation were $772,000 and $1,659,000 for the three
and nine months ended September 30, 1995 as compared to $727,000 and
$1,645,000 for the three and nine months ended September 30, 1994.  Expenses
associated with Odyssey and Aviation were $443,000 and $1,275,000 for the
three and nine months ended September 30, 1995 as compared to $385,000 and
$1,204,000 for the three and nine months ended September 30, 1994.  During the
first quarter of 1994 the Company was selling ECV's through the use of
distributors.  Sales for the three and nine months ended September 30, 1994
were $23,000 and $157,000 and cost of sales were $68,000 and $248,000 for the
three and nine months ended September 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 nine month periods ended September 30, 1995 and
1994.  The increase in expenses between 1995 and 1994 is due to an increase in
insurance costs.

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 nine months
ended September 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 nine month
periods.


Real Estate Operations
- ----------------------

Revenue from real estate operations were $149,000 and $521,000 for the three
and nine months ended September 30, 1995 as compared to $245,000 and
$1,844,000 for the comparable periods in 1994.  Costs of operating these
properties were $83,000 and $270,000 for the three and nine months ended
September 30, 1995 as compared to $149,000 and $1,404,000 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
<PAGE>
 
GAIN ON SALE OF ASSETS
- ----------------------

Gain on sales of assets were $1,138,000 and $7,043,000 for the three and nine
months ended September 30, 1995 as compared to $850,000 and $3,749,000 for
comparable periods in 1994.

As part of a larger transaction that occurred in 1992 the Company received the
rights to receive interest on certain escrow funds in the year 2028.  At the
time of the transaction, for accounting purposes, the Company placed no value
on that right.  In August 1995 the Company sold it's rights to the future
interest for over $1,138,000 in cash.

In June 1995 the Company sold it's economic interest in a legal claim with
respect to Wespac Investors Trust III.  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.

In April 1995 EquiVest sold a shopping center in Florida for $750,000 and
reported a gain of $102,000.

During January 1995 the Company sold the Fountainview and recorded a gain of
$5,149,000.


General and Administrative Expenses
- -----------------------------------

General and administrative expenses were $788,000 and $2,371,000 for the three
and nine months ended September 30, 1995 as compared to $1,030,000 and
$2,916,000 for the comparable periods in 1994.  The change is due principally
to the reduction of expenses related to the operations which the Company
disposed of.


Interest Income and Expense
- ---------------------------

Interest and dividend income were $383,000 and $966,000 for the three and nine
month periods ended September 30, 1995 as compared to $154,000 and $374,000
for the comparable periods in 1994.  Interest expense was $29,000 and $179,000
for the three and nine months ended September 30, 1995 as compared to $677,000
and $2,290,000 for comparable periods in 1994.

Throughout 1994 and the nine months ended September 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.

                                       13
<PAGE>
 
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 $81,000 and $135,000 for the three and nine months ended September
30, 1994 represents the earnings from operations net of income taxes for those
businesses for the three and nine month periods ended September 30, 1994.

                                       14
<PAGE>
 
PART II.  OTHER INFORMATION


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 September 30, 1995.

                                       15
<PAGE>
 
                    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:  October 27, 1995           By:  Gene S. Bertcher
                                     --------------------------
                                  Executive Vice President
                                  Chief Financial Officer

                                       16

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FORM
10QSB CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1995 AND THE CONSOLIDATED
STATEMENT OF EARNINGS FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 1995 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                          10,567
<SECURITIES>                                         0
<RECEIVABLES>                                    2,265
<ALLOWANCES>                                       191
<INVENTORY>                                        342
<CURRENT-ASSETS>                                14,364
<PP&E>                                           3,288
<DEPRECIATION>                                   1,317
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