MID ATLANTIC MEDICAL SERVICES INC
10-Q, 1995-08-11
HOSPITAL & MEDICAL SERVICE PLANS
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   <PAGE>  1
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                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                --------------------

                                     FORM 10-Q

     [X] Quarterly report  pursuant to Section  13 or 15(d) of  the Securities
     Exchange Act of 1934

         For the quarterly 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 1-13340
                             ------------------------------

                           MID ATLANTIC MEDICAL SERVICES, INC.
                 (Exact name of registrant as specified in its charter)

                                        DELAWARE
                            (State or other jurisdiction of
                             incorporation or organization)

                                      52-1481661
                         (IRS Employer Identification Number)

                           4 TAFT COURT, ROCKVILLE, MARYLAND
                       (Address of principal executive offices)

                                         20850
                                      (Zip code)

                                   (301) 294-5140
                (Registrant's telephone number, including area code)

     Indicate by check mark whether  the registrant (1) has filed all  reports
     required to  be filed by Section  13 or 15(d) of  the Securities Exchange
     Act of  1934 during the preceding  12 months (or for  such shorter period
     that the registrant was required to  file such reports), and (2) has been
     subject to such filing requirements for the past 90 days.

                Yes  X                        No 

     The  number of  shares outstanding  of each  of the  issuer's classes  of
     common  stock  was 46,239,812  shares of  common  stock, par  value $.01,
     outstanding as of June 30, 1995.




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     <PAGE>  2
     PART I.  FINANCIAL INFORMATION
     ITEM 1.  FINANCIAL STATEMENTS
                           MID ATLANTIC MEDICAL SERVICES, INC.
                     CONSOLIDATED CONDENSED BALANCE SHEETS (Note 1)
                           (in thousands except share amounts)
     <TABLE>
     <CAPTION>
                                                                                     (Unaudited)        (Note)
                                                                                    June 30, 1995  December 31, 1994
                                                                                     ------------     ------------
     <S>                                                                             <C>              <C>
     ASSETS
     Current assets:
      Cash and cash equivalents                                                      $      8,866     $     17,054 
      Short-term investments                                                              170,356          136,901
      Accounts receivable, net of allowance of $3,617 and $3,591                           57,883           37,031
      Prepaid expenses, advances and other                                                  8,082            5,743
      Deferred income taxes                                                                10,925           15,540
                                                                                      -----------      -----------
        Total current assets                                                              256,112          212,269
      Property and equipment, net of accumulated
       depreciation of $12,368 and $10,622                                                 35,389           33,668
      Statutory deposits                                                                   10,051            9,877
      Other assets                                                                         12,138           12,708  
                                                                                       ----------      -----------
        Total assets                                                                 $    313,690     $    268,522
                                                                                      ===========      ===========
     LIABILITIES AND STOCKHOLDERS' EQUITY
     Current liabilities:
      Notes payable                                                                  $        574     $        726
      Short-term borrowings                                                                   962            1,048
      Accounts payable                                                                     14,086           17,565
      Income taxes payable                                                                                   2,589
      Medical claims payable                                                              100,878           85,014
      Deferred premium revenue                                                              8,786           13,344  
                                                                                      -----------      -----------
        Total current liabilities                                                         125,286          120,286
      Notes payable                                                                         5,150            5,331
      Deferred income taxes                                                                 1,086            1,579
                                                                                      -----------      -----------
        Total liabilities                                                                 131,522          127,196
                                                                                      -----------      -----------           
     Stockholders' equity (Notes 2 and 3)
      Common stock, $.01 par, 100,000,000 shares authorized; 46,285,752 issued
       and 46,239,812 outstanding at June 30, 1995; 45,663,527 issued and
       45,617,587 outstanding at December 31, 1994                                            463              456
      Additional paid-in capital                                                           36,513           29,431
      Treasury stock                                                                          (33)             (33)
      Unrealized gains and (losses) on investments, net of tax of $478 and $(1,490)           732           (2,278)
      Retained earnings                                                                   144,493          113,750
                                                                                      -----------      -----------
        Total stockholders' equity                                                        182,168          141,326
                                                                                      -----------      -----------
        Total liabilities and stockholders' equity                                   $    313,690     $    268,522
                                                                                      ===========      ===========
     </TABLE>
     Note: The balance sheet at December 31, 1994 has been  extracted from the
     audited financial statements at that date.
                 See accompanying notes to these financial statements.<PAGE>


     <PAGE>  3
                           MID ATLANTIC MEDICAL SERVICES, INC.
                       CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                           (in thousands except share amounts)
                                       (Unaudited)
     <TABLE>
     <CAPTION>
                                                                                          Three Months Ended
                                                                                       June 30,          June 30,
                                                                                         1995              1994    
                                                                                     ------------      ------------
     <S>                                                                             <C>               <C>
     Revenue
       Premium                                                                       $    224,747      $    178,542
       Fee and other                                                                        3,857             2,208
       Home health services                                                                 4,124
       Investment                                                                           2,788             1,053
                                                                                      -----------       -----------
         Total revenue                                                                    235,516           181,803
                                                                                      -----------       -----------
     Expense
       Medical                                                                            185,991           147,156
       Home health patient services                                                         2,559
       Administrative (including interest expense of $225 and $165)                        24,926            15,480
                                                                                      -----------       -----------
         Total expense                                                                    213,476           162,636
                                                                                      -----------       -----------
     Income before income taxes                                                            22,040            19,167

     Provision for income taxes                                                            (8,215)           (7,283)
                                                                                      -----------       -----------

     Net income                                                                      $     13,825      $     11,884
                                                                                      ===========       ===========
     Income per common and common equivalent share:
       Net income                                                                    $        .29      $        .25
                                                                                      ===========       ===========

     Weighted average common and common equivalent shares outstanding                  47,638,652        47,306,044
                                                                                      ===========       ===========
     </TABLE>


















                 See accompanying notes to these financial statements.<PAGE>


     <PAGE>  4
                           MID ATLANTIC MEDICAL SERVICES, INC.
                       CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                           (in thousands except share amounts)
                                       (Unaudited)
     <TABLE>
     <CAPTION>
                                                                                           Six Months Ended
                                                                                       June 30,          June 30,
                                                                                         1995              1994    
                                                                                     ------------      ------------
     <S>                                                                             <C>               <C>
     Revenue
       Premium                                                                       $    435,201      $    354,850
       Fee and other                                                                        7,700             4,419
       Home health services                                                                 9,466
       Investment                                                                           4,137             2,304
                                                                                      -----------       -----------
         Total revenue                                                                    456,504           361,573
                                                                                      -----------       -----------
     Expense
       Medical                                                                            352,487           288,631
       Home health patient services                                                         6,776
       Administrative (including interest expense of $542 and $359)                        47,937            32,070
                                                                                      -----------       -----------
         Total expense                                                                    407,200           320,701
                                                                                      -----------       -----------
     Income before income taxes                                                            49,304            40,872

     Provision for income taxes                                                           (18,561)          (15,531)
                                                                                      -----------       -----------

     Net income                                                                      $     30,743      $     25,341
                                                                                      ===========       ===========
     Income per common and common equivalent share:
       Net income                                                                    $        .65      $        .54
                                                                                      ===========       ===========

     Weighted average common and common equivalent shares outstanding                  47,619,657        47,180,672
                                                                                      ===========       ===========
     </TABLE>


















                 See accompanying notes to these financial statements.<PAGE>


     <PAGE>  5
                           MID ATLANTIC MEDICAL SERVICES, INC.
                           CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (in thousands)
                                      (Unaudited)
     <TABLE>
     <CAPTION>
                                                                                                        Six Months
                                                                                                          Ending
                                                                                                      June 30, 1995
                                                                                                       ------------
     <S>                                                                             <C>               <C>
     Cash flows provided by operating activities:
       Net income                                                                                      $     30,743
     Adjustments to reconcile net income to net cash provided by
       operating activities:
         Depreciation and amortization                                               $      2,799
         Provision for bad debts                                                               26
         Provision for deferred income taxes                                                2,153
         Loss on sale and disposal of assets                                                   71
         Increase in accounts receivable                                                  (20,878)
         Increase in prepaid expenses, advances, and other                                 (2,339)
         Decrease in accounts payable                                                      (3,479)
         Increase in medical claims payable                                                15,864
         Decrease in deferred premium revenue                                              (4,558)
         Decrease in income taxes payable                                                  (2,589)
                                                                                      -----------
           Total adjustments                                                                                (12,930)
                                                                                                        -----------
           Net cash provided by operating activities                                                         17,813

     Cash flows used in investing activities:
       Purchases of short-term investments                                               (193,346)
       Sales of short-term investments                                                    164,870
       Purchases of property and equipment                                                 (3,987)
       Purchases of statutory deposits                                                       (303)
       Sales of statutory deposits                                                            129
       Purchases of other assets                                                             (576)
       Proceeds from sale of assets                                                           542
                                                                                      -----------
             Net cash used in investing activities                                                          (32,671)

     Cash flows provided by financing activities:
       Principal payments on notes payable                                                   (419)
       Exercise of stock options                                                            2,850
       Stock option tax benefit                                                             4,239
                                                                                      -----------
             Net cash provided by financing activities                                                        6,670
                                                                                                        -----------
     Net decrease in cash and cash equivalents                                                               (8,188)

     Cash and cash equivalents at beginning of period                                                        17,054
                                                                                                        -----------
     Cash and cash equivalents at end of period                                                        $      8,866
                                                                                                        ===========
     </TABLE>



                 See accompanying notes to these financial statements.<PAGE>


     <PAGE>  6
                           MID ATLANTIC MEDICAL SERVICES, INC.
                           CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (in thousands)
                                      (Unaudited)
     <TABLE>
     <CAPTION>
                                                                                                        Six Months
                                                                                                          Ending
                                                                                                      June 30, 1994
                                                                                                       ------------
     <S>                                                                             <C>               <C>
     Cash flows provided by operating activities:
       Net income                                                                                      $     25,341
     Adjustments to reconcile net income to net cash provided by
       operating activities:
         Depreciation and amortization                                               $      2,213
         Provision for bad debts                                                              250
         Provision for deferred income taxes                                                  408
         Loss on sale and disposal of assets                                                  938
         Increase in accounts receivable                                                   (6,727)
         Increase in prepaid expenses, advances, and other                                 (6,754)
         Increase in accounts payable                                                       2,439 
         Increase in medical claims payable                                                   518
         Increase in deferred premium revenue                                               1,500
         Decrease in income taxes payable                                                  (3,054)
                                                                                      -----------
             Total adjustments                                                                               (8,269)
                                                                                                        -----------
             Net cash provided by operating activities                                                       17,072

     Cash flows used in investing activities:
       Purchases of short-term investments                                                (85,551)
       Sales of short-term investments                                                     74,006
       Purchases of property and equipment                                                 (3,420)
       Purchases of statutory deposits                                                     (5,219) 
       Sales of statutory deposits                                                          2,392
       Purchases of other assets                                                           (2,001)    
       Proceeds from sale of assets                                                           565
                                                                                      -----------
             Net cash used in investing activities                                                          (19,228)

     Cash flows provided by financing activities:
       Principal payments on notes payable                                                   (326)
       Exercise of stock options                                                            4,171
       Stock option tax benefit                                                             7,428
                                                                                      -----------
             Net cash provided by financing activities                                                       11,273
                                                                                                        -----------
     Net increase in cash and cash equivalents                                                                9,117

     Cash and cash equivalents at beginning of period                                                           973
                                                                                                        -----------
     Cash and cash equivalents at end of period                                                        $     10,090
                                                                                                        ===========
     </TABLE>



                 See accompanying notes to these financial statements.<PAGE>


     <PAGE>  7
                           MID ATLANTIC MEDICAL SERVICES, INC.
                   NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

     INTRODUCTION

     Mid  Atlantic Medical Services, Inc.  (MAMSI) is a  holding company whose
     subsidiaries  are  active  in  managed  health  care  and   other  health
     insurance  related  activities.    MAMSI delivers  health  care  services
     principally through  health maintenance organizations (HMOs).   The HMOs,
     MD-Individual  Practice Association,  Inc.  (M.D.  IPA), Optimum  Choice,
     Inc. (OCI) and Optimum Choice  of the Carolinas, Inc. (OCIC), arrange for
     health  care services to be provided to a voluntarily enrolled population
     for a predetermined, prepaid fee, regardless  of the extent or nature  of
     services provided  to the enrollees.  The HMOs offer a full complement of
     health  benefits,  including  physician, hospital  and  prescription drug
     services.

     Other  MAMSI  subsidiaries  include   Alliance  PPO,  Inc.,  a  preferred
     provider  organization   marketing  non-risk  products   to  self-insured
     employers, indemnity  carriers and  other health care  purchasing groups,
     and Mid  Atlantic Psychiatric Services, Inc.,  which provides specialized
     non-risk  mental  health services.    MAMSI  Life  and  Health  Insurance
     Company  develops and markets indemnity health and group life products to
     support  MAMSI's  managed care  products  and also  to  provide ancillary
     products  to  MAMSI's customers.   HomeCall,  Inc., FirstCall,  Inc., and
     HomeCall Infusion  Services, Inc. provide in-home  medical care including
     skilled nursing, infusion  and therapy  to both MAMSI's  HMO members  and
     other payors.

     NOTE 1 - FINANCIAL STATEMENTS

     The  consolidated  balance  sheet  of  MAMSI and  its  subsidiaries  (the
     Company) as of June  30, 1995, the consolidated statements  of operations
     for  the three  and six  months ended  June  30, 1995  and 1994,  and the
     consolidated statements of cash flows for  the six months ended June  30,
     1995 and 1994 have been prepared by MAMSI without audit.  In  the opinion
     of management, all adjustments  (consisting of normal recurring accruals)
     considered necessary for a fair presentation have been included.

     Certain  information  and  disclosures  normally  included  in  financial
     statements  prepared  in accordance  with  generally accepted  accounting
     principles have been  condensed or omitted.   These financial  statements
     should be read  in conjunction  with the financial  statements and  notes
     thereto  included in the Company's December 31, 1994 audited consolidated
     financial statements.   The results of operations  for the three  and six
     month  periods  ended  June 30  are  not  necessarily  indicative of  the
     operating results for the full year.

     Certain balances  in the 1994 financial statements have been reclassified
     to conform to the 1995 presentation.

     NOTE 2 - STOCK OPTION PLANS

     In  1995, the stockholders of MAMSI ratified the 1995 Non-Qualified Stock
     Option Plan  whereby options for the  purchase of up  to 3,000,000 shares
     may be granted to officers  and employees of the Company.   Options under
     this plan are exercisable  at 100% of the fair market value  per share on
     the date the options are granted.<PAGE>


     <PAGE>  8

     NOTE 3 - COMMON STOCK

     On April 17, 1995, the stockholders  of MAMSI approved an increase in the
     number  of  authorized   shares  of  common  stock   from  60,000,000  to
     100,000,000.<PAGE>


     <PAGE>  9

                           MID ATLANTIC MEDICAL SERVICES, INC.
               ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                           CONDITION AND RESULTS OF OPERATIONS

     RESULTS OF OPERATIONS

     THE THREE  MONTHS  ENDED JUNE  30, 1995  COMPARED WITH  THE THREE  MONTHS
     ENDED JUNE 30, 1994

     Consolidated  net income of  the Company was  $13,825,000 and $11,884,000
     for the second quarter of 1995 and 1994, respectively, an  increase of 16
     percent.   Earnings per share  on net  income increased  16 percent  from
     $.25 in  the second  quarter of  1994 to  $.29 in  the second  quarter of
     1995.   The increase in earnings is primarily attributable to an increase
     in  membership, offset by an  increase in administrative  expenses due to
     increased  sales,  expansion into  new  geographic  territories, and  the
     Company's increased hiring of sales personnel.

     Revenue  for the three months ended June 30, 1995 increased approximately
     $53.7 million  or 30 percent over  the three months ended  June 30, 1994.
     Premium revenue  increased approximately $46.2 million or 26 percent over
     the  same  period in  1994.    A  26  percent  increase  in  average  HMO
     enrollment  (approximately 120,600  additional  average  HMO members  per
     month)  resulted in an increase of approximately $46.7 million in premium
     revenue  and a  relatively insignificant decrease in average premiums per
     HMO  enrollee  reduced  premium  revenue by  approximately  $.5  million.
     Premiums  per  enrollee  have  essentially   remained  flat  due  to  the
     competitiveness  of the  marketplace  and management's  plan to  increase
     market  share.   Fee  and  other revenue  increased  $1.6  million or  75
     percent  primarily  due to  membership  increases  in preferred  provider
     organization  (PPO)  and  administrative  services  only  (ASO) products.
     Total PPO  and  ASO membership  grew from  660,000 at  June  30, 1994  to
     821,100 at  June 30, 1995,  an increase of  24 percent.   Service revenue
     from the  Company's new  home health care  subsidiaries contributed  $4.1
     million in revenue in the second quarter of 1995.

     The Company currently  has the largest HMO and managed care enrollment in
     its service area,  and also the largest network  of contract providers of
     medical care.    Because of  the  full range  of  managed care  products,
     service  reputation,  strong  provider  delivery  system,  trained  sales
     force,  and competitive  premiums, management  believes that  the Company
     will continue to increase its membership during the remainder of 1995.

     In  1993,  MAMSI invited  the  National Committee  for  Quality Assurance
     (NCQA)  to evaluate the Company's  methodologies in an  effort to receive
     NCQA  accreditation.   NCQA accreditation  is a  voluntary process.   The
     Company did not meet  certain of NCQA's criteria and, therefore,  did not
     receive  NCQA   accreditation.    MAMSI  believes  that  it  has  adopted
     methodologies  and  programs designed  to  respond  to NCQA's  assessment
     which  should result  in  MAMSI's meeting  NCQA  criteria.   The  Company
     believes that the failure to receive NCQA accreditation will  not have an
     adverse effect on its business or financial condition.<PAGE>


     <PAGE>  10

     Medical  expenses as a percentage of premium revenue (medical loss ratio)
     was relatively  unchanged at 82.8 percent for the  second three months of
     1995 as compared  to 82.4 percent for the comparable  period of 1994 and,
     on  a per  member per  month basis,  medical expenses  similarly remained
     flat.   Although medical costs on  a per member per  month basis remained
     stable  in  the  current  period  compared  to  the  prior  year  period,
     management  does   not  believe   that  this  necessarily   represents  a
     sustainable  trend.  The  medical cost factor of  total medical costs may
     increase  in future  periods  due to  inflationary  pressures and/or  the
     Company may experience increased utilization by its membership.

     Over the past  two years, the Company has achieved  either year over year
     reductions in  the quarterly  medical loss ratio  or, as  in the  current
     quarter,  this ratio  has remained  stable when  compared to  the similar
     period in 1994.  These results  reflect the efficacy of managed care cost
     controls and state  of the art utilization management  programs developed
     and  expanded  by  the  Company.    In  order  to continue  to  reimburse
     providers  at  a fair  level  in a  manner  consistent  with the  current
     medical environment,  the Company  has implemented the  Medicare Resource
     Based  Relative  Value   Scale  methodology  of  provider   reimbursement
     effective  July 1, 1995.   This new methodology,  which applies generally
     to  specialist health  claims,  will  result  in  the  lowering  of  some
     reimbursement  levels,  mainly  those  having  to   do  with  office  and
     hospital-based procedures, while increasing payments for many  evaluation
     and  management tasks.  Management  believes that this  change will allow
     the Company to continue to be competitive within its marketplace.

     Administrative  expenses  as  a  percentage  of  revenue  (administrative
     expense  ratio) increased from 8.5 percent in  the second quarter of 1994
     to 10.6 percent  in the second quarter of 1995.   Administrative expenses
     increased 61 percent, from $15.5  million to $24.9 million in the  second
     quarter   of  1994  and  1995,   respectively.    The   increase  in  the
     administrative  expense ratio  is primarily  attributable to  expenses of
     the  Company's home health care  subsidiaries, which were  not present in
     1994, the  Company's territorial expansion into  additional service areas
     within  currently served states and also expansion into the new states of
     North Carolina  and Pennsylvania,  and also the  continued implementation
     of its  plan to  significantly increase  its employee  sales force.   The
     Company plans to  continue to reduce the percentage of  new sales made by
     insurance brokers by continuing to increase its internal sales force.

     Investment income  increased $1.7 million  or 165 percent,  primarily due
     to  significantly greater invested  balances and an  increase in realized
     gains on sales of marketable equity securities.

     The net margin rate decreased  from 6.5 percent in the second  quarter of
     1994  to 5.9 percent in the current  quarter.  This decrease is primarily
     due to increased administrative expenses.<PAGE>


     <PAGE>  11

     THE SIX MONTHS ENDED JUNE 30, 1995 COMPARED TO THE SIX  MONTHS ENDED JUNE
     30, 1994

     The  Company's consolidated net income for  the six months ended June 30,
     1995 increased 21  percent to  $30,743,000 from $25,341,000  for the  six
     months  ended June 30, 1994.  Earnings per  share on net income rose from
     $.54 in  the first  six months of  1994 to  $.65 for  the same period  in
     1995,  an increase of 20 percent.   The increase in earnings is primarily
     attributable to an increase in  membership, offset by an increase in  the
     administrative expense ratio.

     Revenue  for the six months  ended June 30,  1995 increased approximately
     $94.9 million  or 26 percent  over the  six months ended  June 30,  1994.
     Premium  revenue  increased approximately  $80.4  million  over the  same
     period in  1994.    A  23  percent increase  in  average  HMO  enrollment
     resulted  in an  increase  of  approximately  $82.2  million  in  premium
     revenue  and a relatively insignificant  decrease in average premiums per
     HMO  enrollee reduced premium revenue by approximately $1.8 million.  Fee
     and other revenue  increased $3.3 million or 74 percent  primarily due to
     increases  in  fee revenue  from  PPO  and ASO  only  products.   Service
     revenue from  the Company's new home health care subsidiaries contributed
     $9.5 million in revenue in the first six months of 1995.

     The  medical loss  ratio  decreased from  81.3 percent  in the  first six
     months of  1994 to  81.0 percent for  the same period  in 1995.   Medical
     expenses  on a  per member per  month basis  decreased 1  percent for the
     comparable period.

     The  administrative  expense  ratio for  the  first  six  months of  1995
     increased to 10.5  percent as compared to 8.9 percent  for the comparable
     period in  1994.  The reasons  for this increase are  consistent with the
     items discussed in the quarterly analysis.

     The net  margin rate declined slightly  to 6.7 percent for  the first six
     months of  1995 as compared to  7.0 percent for the  comparable period in
     1994, principally due to increased administrative expenses.

     LIQUIDITY AND CAPITAL RESOURCES

     The  Company's business is not capital intensive  and the majority of the
     Company's  expenses   are  payments  to  health   care  providers,  which
     generally vary in direct  proportion to the premium revenues  received by
     the  Company.   Although medical  utilization rates  vary by  season, the
     payments for such expenses  lag behind cash inflow from  premiums because
     of the  lag in provider billing  procedures.  In the  past, the Company's
     cash  requirements have been met principally from operating cash flow and
     it is anticipated that this source will continue to be  sufficient in the
     future.

     Cash  and  short-term  investments   increased  from  $154.0  million  at
     December 31,  1994 to $179.2 million  at June 30, 1995,  primarily due to
     operating  profits  and  proceeds from  the  exercise  of employee  stock
     options.  Accounts  receivable increased from  $37.0 million at  December
     31,  1994  to $57.9  million  at  June 30,  1995,  primarily  due to  the
     significant  increase in membership during  the first six  months of 1995
     combined with a lower than normal balance in  receivables at December 31,
     1994 due  to a higher volume  of payments made by  employer groups during
     the last half of December, 1994.<PAGE>


     <PAGE>  12

     Prepaid  expenses increased  from $5.7  million at  December 31,  1994 to
     $8.1 million  at June  30, 1995, primarily  due to  estimated income  tax
     deposits  in excess of estimated current income tax liabilities.  Current
     deferred income taxes decreased  from $15.5 million at December  31, 1994
     to $10.9  million at June  30, 1995, primarily  due to the change  in the
     accrued  tax effect  of  recording unrealized  gains  and losses  on  the
     Company's  short-term investments  and  also  due  to  the  reduction  of
     certain prior year deferred tax assets in the estimated tax provision.

     Accounts payable decreased  from $17.6  million at December  31, 1994  to
     $14.1 million at June 30, 1995, primarily  due to the payment in 1995  of
     compensation related  items and also the  previously disclosed settlement
     relating  to  the Company's  contract with  the  United States  Office of
     Personnel  Management (OPM), which was  accrued in 1994.   Medical claims
     payable  increased  from $85.0  million at  December  31, 1994  to $100.9
     million at  June 30, 1994, primarily  due to the  significant increase in
     membership and related claim volume during the first six months of 1995.

     At  June 30, 1995,  the Company had long-term  debt of approximately $5.2
     million  principally  related  to  its  owned  buildings.    The  Company
     currently  anticipates   prepayment  of   this  mortgage  debt,   without
     prepayment penalty, during  the third quarter of  1995.  The  Company has
     access to total  revolving credit  facilities of $9.5  million, which  is
     used  to provide  short-term  capital  resources for  routine  cash  flow
     fluctuations.   At  June  30,  1995,  approximately  $962,000  was  drawn
     against the lines-of-credit.

     Following  is a schedule of the short-term capital resources available to
     the Company (in thousands):

     <TABLE>
     <CAPTION>
                                                                June 30,       December 31,
                                                                  1995             1994
                                                              ------------     ------------
     <S>                                                      <C>              <C>
     Cash and cash equivalents                                $      8,866     $     17,054
     Short-term investments                                        170,356          136,901
     Working capital advances to Maryland hospitals                  4,053            3,982
                                                               -----------      -----------
     Total available liquid assets                                 183,275          157,937
     Credit line availability                                        8,538            8,452
                                                               -----------      -----------
     Total short-term capital resources                       $    191,813     $    166,389
                                                               ===========      ===========
     </TABLE>

     The Company believes that  the cash flow generated from  operations along
     with its  current liquidity and  borrowing capabilities are  adequate for
     both current and planned expanded operations.   Capital expenditures will
     be  made during  1995 to enhance  the Company's  computer systems  and to
     establish  additional sales offices.  The Company may also commit capital
     for  the  purchase  of an  additional  office  building  for  operational
     expansion in the future.<PAGE>


     <PAGE>  13

     PART II. OTHER INFORMATION
     ITEM 1. LEGAL PROCEEDINGS

     No material  legal proceedings  were commenced  during the  quarter ended
     June  30, 1995  and  no  material developments  occurred  in  any of  the
     previously disclosed proceedings during  such quarter except as discussed
     below.

     On  July 18,  1995, a  class  action complaint  was filed  in  the United
     States  District Court  for the  District of  Maryland against  MAMSI and
     nine  present and former executive officers and directors.  The complaint
     alleges   that  MAMSI   failed  to   disclose  promptly  the   denial  of
     accreditation by the National Committee  for Quality Assurance of MAMSI's
     health  maintenance  organizations  and   that  the  named  officers  and
     directors sold shares of  MAMSI common stock  during the period March  1,
     1995 through June  15, 1995  while in possession  of material  non-public
     information concerning such  denial.  The  complaint seeks money  damages
     in  an  unspecified amount  from MAMSI  and  the officers  and directors.
     MAMSI  and the named officers  and directors intend  to defend vigorously
     their conduct and, based upon MAMSI's preliminary review, MAMSI  believes
     that there  is no basis  for the  allegations against the  named officers
     and directors and that there will be no material liability to MAMSI.   In
     addition, the staff of  the Securities and Exchange Commission  has asked
     MAMSI  to provide  voluntarily  certain information  concerning the  same
     events  and  transactions.   MAMSI intends  to  cooperate fully  with the
     Commission inquiry.
       
     ITEM 2. CHANGES IN SECURITIES

     None.

     ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     None.

     ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     An  annual meeting  of the stockholders  of MAMSI  was held  on April 17,
     1995.    The  following  matters   were  submitted  to  a  vote   of  the
     stockholders during the annual meeting:

     (1) The  following individuals were elected to the Board of Directors for
     a three year term with the indicated votes:

     <TABLE>
     <CAPTION>
                                                  FOR            AGAINST         ABSTAIN 
     <S>                                       <C>             <C>             <C>
     Peter L. Flaherty, Jr., M.D.              35,814,107         804,474            None
     Walter Girardin                           35,826,371         792,210            None
     Creighton R. Schneck                      35,835,989         782,592            None
     Alfred Talamantes                         35,839,057         779,524            None
     /TABLE
<PAGE>


     <PAGE>  14

     The following  individual was elected to the Board if Directors for a two
     year term with the indicated votes:

     <TABLE>
     <CAPTION>
                                                  FOR            AGAINST         ABSTAIN 
     <S>                                       <C>             <C>             <C>
     John H. Cook, III, M.D.                   35,837,937         780,644           None
     </TABLE>

     Board members whose  term of office  continued after  the meeting are  as
     follows:

     John L. Child
     Mark D. Groban, M.D.
     Donald R. Hammett
     George T. Jochum
     William M. Mayer, M.D.
     Stanley F. Smith, R.Ph.
     James A. Wild

     (2)  The adoption  of  the  1995  Non-Qualified  Stock  Option  Plan  was
     ratified by a count  of 23,509,577 affirmative votes,  5,866,474 negative
     votes and 209,978 abstentions.

     (3)  The adoption  of the  1995 Bonus  Plan was  ratified by  a  count of
     35,516,215  affirmative  votes,   879,732  negative  votes  and   222,634
     abstentions.

     (4) An  increase in the  number of authorized  shares of common  stock of
     the  Company to  100,000,000  was  ratified  by  a  count  of  35,591,412
     affirmative votes, 848,309 negative votes and 178,860 abstentions.

     There were 7,032,552  broker non-votes  with respect to  the adoption  of
     the 1995 Non-Qualified Stock Option Plan.

     ITEM 5. OTHER INFORMATION

     None.

     ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  See the Exhibit Index on page 16 of the Form 10-Q.

     (b)  There  were no reports  filed on Form  8-K during the  quarter ended
     June 30, 1995.<PAGE>


     <PAGE>  15




                                 SIGNATURES

     Pursuant to the requirements of the Securities  Exchange Act of 1934, the
     registrant has  duly caused this  report to  be signed on  its behalf  by
     undersigned thereto duly authorized.


                      MID ATLANTIC MEDICAL SERVICES, INC.
                      --------------------------------------------
                      (Registrant)






     Date:  August 11, 1995             Robert E. Foss
                              --------------------------------------------
                                     Robert E. Foss
                                     Executive Vice President and
                                     Chief Financial Officer<PAGE>


     <PAGE>  16

     6(a) List of Exhibits.

                                  EXHIBIT INDEX
                                                          Location of Exhibit
     Exhibit                                                  in Sequential
     Number      Description of Document                    Numbering System 

     27          Financial Data Schedule . . . . . . . . . . . . .<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S QUARTERLY REPORT ON FORM 10-Q FOR THE THREE MONTHS ENDED JUNE 30, 1995
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                          $8,866
<SECURITIES>                                   170,356
<RECEIVABLES>                                   57,883
<ALLOWANCES>                                     3,617
<INVENTORY>                                          0
<CURRENT-ASSETS>                               256,112
<PP&E>                                          35,389
<DEPRECIATION>                                  12,368
<TOTAL-ASSETS>                                $313,690
<CURRENT-LIABILITIES>                         $125,286
<BONDS>                                          5,150
<COMMON>                                           463
                                0
                                          0
<OTHER-SE>                                     181,705
<TOTAL-LIABILITY-AND-EQUITY>                  $313,690
<SALES>                                             $0
<TOTAL-REVENUES>                               456,504
<CGS>                                                0
<TOTAL-COSTS>                                  407,200
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                    26
<INTEREST-EXPENSE>                                 542
<INCOME-PRETAX>                                 49,304
<INCOME-TAX>                                    18,561
<INCOME-CONTINUING>                             30,743
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   $30,743
<EPS-PRIMARY>                                     $.65
<EPS-DILUTED>                                     $.65
        

</TABLE>


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