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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Amendment June 13, 1997
MEDICAL RESOURCES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Delaware 0-20440 13-3584552
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(State or Other (Commission (I.R.S. Employer
Jurisdiction) File Number) Identification No.)
155 State Street, Hackensack, N.J. 07013
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(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (201) 488-6230
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____________________________________________________________
AMENDMENT NO 1
The undersigned registrant hereby amends its
Current Report on Form 8-K, filed on January 9, 1996
to add Item 7 as set forth herein.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(a) Financial statement of business acquired
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On January 9, 1996, Medical Resources, Inc. (the "Company") consummated the
acquisition of the business assets of MRI-CT, Inc. ("MRICT"). The following
financial statements of MRICT and the reports thereon of independent
accountants, all appearing after the signature page to this Form 8-K/A, are
included herein.
MRI-CT, INC.
Independent Auditor's Report
Balance Sheet as of December 31, 1995
Statement of Income and Retained Earnings for the Year Ended December
31, 1995
Statement of Cash Flows for the Year Ended December 31, 1995
Notes to Financial Statements
Independent Auditor's Report on Additional Information for the Year
Ended December 31, 1995
Operating Expenses for the Year Ended December 31, 1995
Independent Auditor's Report
Balance Sheets as of December 31, 1994, 1993 and 1992
Statements of Income for the Years Ended December 31, 1994, 1993 and
1992
Statements of Retained Earnings for the Years Ended December 31, 1994,
1993 and 1992
Statements of Cash Flows for the Year Ended December 31, 1994, 1993
and 1992
Notes to Financial Statements
(b) Pro Forma Financial Information
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On January 9, 1996, Medical Resources, Inc. (the "Company") consummated the
acquisition (the "Acquisition") of the business assets of MRICT, a New York
Corporation based in New York, New York (the "Seller") comprised primarily of
four diagnostic imaging centers located at (i) 197 Third Avenue, New York, New
York, (ii) 6511 Ft. Hamilton Parkway, Brooklyn, New York, (iii) 1401 Ocean
Avenue, Brooklyn, New York and (iv) 1612 St. Peters Avenue, Bronx, New York.
The Acquisition was consummated pursuant to an Asset Purchase Agreement (the
"Agreement") dated as of December 21, 1995 by and among the Company and the
Seller. Pursuant to the Agreement, a wholly owned subsidiary of the Company
acquired substantially all of the business assets of the Seller for a
combination of $553,000 cash, 194,113 shares of common stock and a $88,000 note
payable at prime due January 9, 2001.
The Pro Forma Consolidated Statements of Operations ("Financial
Statements") combines the individual Financial Statements of the Company and
MRICT for the year ended December 31, 1995 after giving effect to the pro forma
adjustments described in the Notes to Pro Forma Financial Statements.
The following consolidated pro forma data reflects the Acquisition of MRICT
as if it occurred on January 1, 1995. The following unaudited pro forma
information does not purport to be indicative of the results which would
actually have been obtained had the Acquisitions been completed during the
periods presented or which may be obtained in the future.
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NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
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(1) Adjustment reflects the value of the consideration given by the Company to
acquire the net business assets of MRICT as outlined in Item 7 (b) of this Form
8-K/A.
(2) Item reflects the carrying value of the assets and liabilities of MRICT as
stated in its December 31, 1995 financial statements adjusted to the agreed upon
purchase price of such assets acquired and liabilities assumed which were a part
of the Acquisition.
(3) The adjustment to stockholders' equity to record the elimination of the
common stock and retained earnings of MRICT.
(4) Adjustment to depreciation and amortization reflects the effect of the
increase in property, plant and equipment and of goodwill due to the acquisition
of the net assets of MRICT. Since the property, plant and equipment of MRICT
were acquired at a price less than its carrying value by MRICT, the depreciation
was reduced to reflect the depreciation at the purchase price. The property,
plant and equipment of $1,083,500 and of goodwill of $1,540,214 from the
Acquisition are being amortized over a five and twenty year basis, respectively.
(5) The adjustment to the provision for income taxes reflects the tax effect of
the operations of MRICT and the adjustments to depreciation and amortization
discussed above, calculated at the Company's statutory tax rate of 39%.
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SIGNATURES
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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 hereunto duly authorized.
MEDICAL RESOURCES, INC.
By: /s/ William D. Farrell
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William D. Farrell
President and Chief Operating Officer
Dated: June 13, 1997
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TABLE OF CONTENTS
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PAGE
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MRI-CT:
Independent Auditor's Report 8
Balance Sheet as of December 31, 1995 9
Statement of Income and Retained Earnings for the year ended
December 31, 1995 10
Statement of Cash Flows for the year ended December 31, 1995 11
Notes to the Financial Statements 13
Independent Auditor's Report on Additional Information 17
Operating Expenses for the Year Ended December 31, 1995 18
Independent Auditor's Report 19
Balance Sheets as of December 31, 1994, 1993 and 1992 20
Statements of Income for the years ended December 31, 1994,
1993 and 1992 22
Statements of Retained Earnings for the years ended
December 31, 1994, 1993 and 1992 23
Statements of Cash Flows for the years ended December 31,
1994, 1993 and 1992 24
Notes to the Financial Statements 27
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MEDICAL RESOURCES, INC.
PRO FORMA CONSOLIDATED BALANCE SHEETS
(Unaudited)
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As of December 31, 1995
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Pro Forma
Medical -------------------------
ASSETS Resources, Inc. MRI-CT, Inc. Adjustments Total
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Current assets:
Cash and cash equivalents $ 3,934,677 $ 25,823 ($553,245) (1) $ 3,497,370
($25,823) (2)
Short term investments - - - -
Accounts receivable, net 13,837,637 1,419,266 (375,018) (2) 14,881,885
Inventory - - - -
Other assets 477,062 7,091 28,909 (2) 513,062
Deferred tax asset 1,871,397 - - 1,871,397
Prepaid expenses 1,074,459 12,584 (1,869) (2) 1,085,174
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Total current assets 21,195,232 1,464,764 (836,931) 21,823,065
Property, plant and
equipment 11,530,159 3,258,101 (2,174,601) (2) 12,613,659
Other assets 2,287,769 88,093 177,907 (2) 2,553,769
Goodwill 9,122,663 - 1,555,310 (1) 10,572,762
(1,093,587) (3)
1,078,491 (2)
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Total assets $44,135,823 $4,810,958 ($1,383,526) $47,563,255
=========== ========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
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Current liabilities:
Current portion of notes
payable $ 957,884 $1,143,830 $(1,143,830) (2) $ 957,884
Current portion of
obligations under
capital leases 3,244,652 668,456 (354,710) (2) 3,558,398
Accounts payable and
accrued expenses 4,602,926 690,146 263,092 (2) 5,556,164
Other current liabilities 1,405,875 - - -
Income taxes payable 245,899 - - 245,899
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Total current liabilities 10,457.236 2,502,432 (1,235,448) 11,724,220
Notes payable 4,448,974 56,556 88,315 (1) 4,537,289
(56,556) (2)
Obligations under capital
leases 6,707,650 1,158,383 - 7,866,033
Convertible debentures 4,350,000 - -
Other longterm liabilities 1,205,627 - - 1,205,627
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Total liabilities 27,169,487 3,717,371 (1,203,689) 29,683,169
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Commitments and contingencies
Stockholders' equity:
Common stock, $.01 par
value, 20,000,000 shares
authorized, 7,697,500 pro
forma number of shares issued
and outstanding at December
31, 1994 76,975 5,831 1,941 (1) 78,916
(5,831) (3)
Common stock to be issued 1,721,250 - - 1,721,250
Additional paid-in capital 20,834,922 - 911,809 (1) 21,746,731
Retained (deficit) (4,298,678) 1,087,756 (1,087,756) (3) (4,298,678)
Less 255,000 common shares
in treasury, at cost (1,368,133) - - (1,368,133)
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Total stockholders'
equity 16,966,336 1,093,587 (179,837) 17,880,086
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Total liabilities and
stockholders' equity $44,135,823 $4,810,958 ($1,383,526) $47,563,255
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MEDICAL RESOURCES, INC.
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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For the year ended December 31, 1995
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Pro Forma
Medical -------------------------------
Resources, Inc. MRI-CT, Inc. Adjustments Total
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Net service revenue $51,993,758 5,104,532 $ 0 $57,098,290
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Operating expenses of services 31,563,796 5,177,805 - 36,741,601
Provisions for uncollectible accounts receivable 3,377.862 - - 3,377,862
Corporate general and administrative 4,978,045 - - 4,978,045
Depreciation and amortization 4,567,144 971,105 (289,205) (4) 5,249,044
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Operating income (loss) 7,506,911 (1,044,378) 289,205 6,751,738
Interest (income)/expense 1,829,017 (71,240) - 1,757,777
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Income (loss) before minority interest and
income taxes 5,677,894 (973,138) 289,205 4,993,961
Minority interest in losses of joint ventures
and limited partnerships 124,085 - - 124,085
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Income before income taxes 5,801,979 (973,138) 289,205 5,118,046
Provision for income taxes 1,659,111 4,282 (271,016) (5) 1,392,377
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Income from continuing operations $ 4,142,868 ($977,420) $ 560,221 $ 3,725,669
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