UNITED STATES
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 earliest event reported: October 14, 1996
UCI Medical Affiliates, Inc.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Delaware 0-13265 59-2225346
(State or other jurisdiction
of incorporation) (Commission File Number) (IRS Employer Identification No.)
</TABLE>
1901 Main Street, Suite 1200, Mail Code 1105 Columbia, South Carolina 29201
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (803) 252-3661
No Change
(Former name or former address, if changed since last report.)
This document contains a total of 21 pages.
<PAGE>
This Form 8-K/A amends the Form 8-K filed with the Securities and Exchange
Commission on October 18, 1996 by UCI Medical Affiliates, Inc., a Delaware
corporation (the Company), and is filed to include the financial statements
required by Item 7 of Form 8-K.
Item 7. Financial Statements and Exhibits
a) Financial Statements of Business Acquired
The financial statements for William J. Bannen, Jr., M.D.,
F.A.A.F.P., A.M.E., P.A., the business acquired by the
wholly-owned subsidiary of the Company, are included in this
report beginning on page number 3.
b) Pro Forma Financial Information
The pro forma financial information for William J. Bannen, Jr.,
M.D., F.A.A.F.P., A.M.E., P.A., the business acquired by the
wholly-owned subsidiary of the Company, is included in this report
following the financial information herein in response to Item
7(a) above.
c) Exhibits
The following exhibit is incorporated by reference to the exhibit
of the same number filed with the Companys Form 8-K filed on
October 18, 1996.
Exhibit 2.1 - Asset Purchase Agreement dated and executed on
October 10, 1996, to be effective as of October 14, 1996 by and
between William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A. and
UCI Medical Affiliates of South Carolina, Inc.
Page 2 of 21
<PAGE>
Financial Statements of
William J. Bannen, Jr., M.D.,
F.A.A.F.P., A.M.E., P.A.
as of December 31, 1995 and 1994
Page 3 of 21
<PAGE>
Contents
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<CAPTION>
Page
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Financial Statements of William J. Bannen, Jr., M.D., F.A.A.F.P.,
A.M.E., P.A. as of December 31, 1995 and 1994..................................................5-12
UCI Medical Affiliates, Inc. Pro Forma Combining Financial Statements
Combining Balance Sheet at September 30, 1995.................................................. 13
Note to Combining Balance Sheet.................................................................14
Combining Statement of Operations and Accumulated Deficit
for year ended September 30, 1995............................................................15
Note to Combining Statement of Operations.......................................................16
UCI Medical Affiliates, Inc. Pro Forma Combining Financial Statements
Combining Balance Sheet at June 30, 1996........................................................17
Note to Combining Balance Sheet.................................................................18
Combining Statement of Operations and Accumulated Deficit
for the nine months ended June 30, 1996....................................................19
Note to Combining Statement of Operations.......................................................20
Page 4 of 21
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Report of Independent Accountants
Board of Directors
UCI Medical Affiliates, Inc.
We have audited the accompanying balance sheets of William J. Bannen, Jr., M.D.,
F.A.A.F.P., A.M.E., P.A. as of December 31, 1995 and 1994 and the related
statements of operations, changes in equity, and cash flows for the years then
ended. These financial statements are the responsibility of management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of William J. Bannen, Jr., M.D.,
F.A.A.F.P., A.M.E., P.A. as of December 31, 1995 and 1994, and the results of
operations and cash flows for the years then ended in conformity with generally
accepted accounting principles.
The financial statements have been prepared solely from the accounts of William
J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A. and do not include the personal
accounts of the stockholder or those of any other operations in which he may be
engaged.
Columbia, South Carolina
November 6, 1996
ORIGINAL SIGNED OPINION ON SCOTT & HOLLOWAY, L.L.P. LETTERHEAD IS ON FILE WITH
UCI MEDICAL AFFILIATES, INC.
Page 5 of 21
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William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A.
Balance Sheets
December 31,
1995 1994
------------- ------------
Assets
Current assets:
Cash and cash equivalents $ 96 $ 1,123
Accounts receivable, net 18,017 11,157
------------- ------------
Total current assets 18,113 12,280
Property, building and equipment, net 31,786 26,574
------------- ------------
$ 49,899 $ 38,854
============= ============
Liabilities and Equity
Current liabilities:
Accounts payable and accrued expenses $ 4,418 $ 6,961
Notes payable 2,813 10,675
-------------- --------------
Total current liabilities 7,231 17,636
-------------- ---------------
Equity:
Capital stock; $1 par value, 100,000
shares authorized,
1,500 shares issued and outstanding
1,500 1,500
Retained earnings 41,168 19,718
-------------- ---------------
Total equity 42,668 21,218
-------------- ----------------
Total liabilities and
stockholders equity $ 49,899 $ 38,854
============== ===============
</TABLE>
The accompanying notes are an integral part of these financial statements.
Page 6 of 21
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William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A.
Statements of Operations
for the years ended December 31,
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<CAPTION>
1995 1994
------------------ ------------------
<S> <C> <C>
Net medical revenue $ 198,311 $ 172,603
Operating costs 145,070 146,082
------------------ ------------------
Operating margin 53,241 26,521
General and administrative expenses 25,926 26,416
Depreciation and amortization 5,650 4,976
------------------ ------------------
Income (loss) from operations 21,665 (4,871)
Interest expense, net 215 701
================== ==================
Net income (loss) $ 21,450 $ (5,572)
================== ==================
</TABLE>
The accompanying notes are an integral part of these financial statements.
Page 7 of 21
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William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A.
Statements of Changes in Equity
for the years ended December 31, 1995 and 1994
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<CAPTION>
Common Stock Retained
Earnings Total
----------------- ----------------- -----------------
<S> <C> <C> <C>
Balance, January 1, 1994 $ 1,500 $ 25,290 $ 26,790
Net loss (5,572) (5,572)
----------------- ----------------- -----------------
Balance, December 31, 1994 1,500 19,718 21,218
----------------- ----------------- -----------------
Net income 21,450 21,450
----------------- ----------------- -----------------
Balance, December 31, 1995 $ 1,500 $ 41,168 $ 42,668
================= ================= =================
</TABLE>
The accompanying notes are an integral part of these financial statements.
Page 8 of 21
<PAGE>
William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A.
Statements of Cash Flows
for the years ended December 31,
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<CAPTION>
1995 1994
------------------ ------------------
<S> <C> <C>
Operating activities:
Net income (loss) $ 21,450 $ (5,572)
Adjustments to reconcile net income (loss) to cash provided by
operating activities:
Depreciation and amortization 5,650 4,976
Changes in operating assets and liabilities:
Accounts receivable (6,860) 3,671
Notes payable (7,862) 8,134
Accounts payable and accrued expenses (2,544) (611)
------------------ ------------------
Cash provided by operating activities 9,834 10,598
------------------ ------------------
Investing activities:
Purchases of property and equipment, net (10,861) (8,140)
------------------ ------------------
Cash used by investing activities (10,861) (8,140)
------------------ ------------------
Net increase (decrease) in cash and cash equivalents (1,027) 2,458
Cash and cash equivalents, beginning of period 1,123 (1,335)
================== ==================
Cash and cash equivalents, end of period $ 96 $ 1,123
================== ==================
Supplemental cash flow information:
Cash paid for interest $ 215 $ 701
================== ==================
</TABLE>
The accompanying notes are an integral part of these financial statements.
Page 9 of 21
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William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A.
Notes to Financial Statements
1. Significant Accounting Policies
Organization
William J. Bannen, Jr., M.D. is the sole stockholder of William J. Bannen, Jr.,
M.D., F.A.A.F.P., A.M.E., P.A. (Bannen) located in Simpsonville, South Carolina.
Dr. Bannen operates a family practice medical office that provides treatments on
an outpatient basis for medical conditions not involving an immediate threat to
life. The practice was organized and commenced operations on July 1, 1985. The
accompanying financial statements represent the financial activities of the
practice for the periods indicated.
The financial statements have been prepared solely from the accounts of Bannen
and do not include the personal accounts of William J. Bannen, Jr., M.D. or
those of any other activities in which he may be engaged. Management makes
estimates that are a necessary part of the preparation of financial statements.
These estimates include the useful lives of equipment, some of which is subject
to technological obsolescence, and the net realizable value of patient accounts
receivable. At December 31, 1995, management is not aware of any conditions that
could significantly affect the estimates employed in the preparation of the
financial statements.
Accounts Receivable
Accounts receivable represent amounts due from patients, employers and various
third-party payors. Provisions for uncollectable amounts are made based on
managements estimates of future collectibility and historical payment
percentages.
Office and Equipment
Office and equipment is reported at cost. Depreciation for financial reporting
purposes is computed principally by the straight-line method over the estimated
useful lives of the assets, ranging from five to seven years. Maintenance,
repairs and minor renewals are charged to expense. Major renewals or
betterments, which prolong the life of the assets, are capitalized. Upon
disposal of depreciable property, the asset accounts are reduced by the related
cost and accumulated depreciation. The resulting gains and losses are reflected
in the statements of operations.
Page 10 of 21
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William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A.
Notes to Financial Statements
1. Significant Accounting Policies (continued)
Cash Equivalents
Bannen considers all short-term debt investments with a maturity of three months
or less at the date of acquisition to be cash equivalents.
Income Taxes
Bannen files corporate income tax returns under regulations applicable to
regular corporate filers. At December 31, 1995 and 1994, Bannen has net
operating loss carryforwards available to reduce taxable income. Deferred tax
assets arising from these carryforwards are fully reserved with valuation
allowances. The effects of deferred income tax reversals and net operating loss
utilization are immaterial to the financial statements.
Fair Value of Financial Instruments
The fair value of accounts receivable, and accrued expenses payable are
estimated by management to approximate their respective carrying values.
2. Property, Plant, and Equipment
Property, plant and equipment consist of the following at December 31, 1995 and
1994:
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<CAPTION>
1995 1994
------------------- --------------------
<S> <C> <C>
Land and building $ 73,338 $ 73,338
Office and medical equipment 53,534 $ 42,673
Less, accumulated depreciation and amortization (95,086) (89,437)
------------------- --------------------
$ 31,786 $ 26,574
=================== ====================
</TABLE>
3. Related Party Transactions
William J. Bannen, Jr., M.D., the sole stockholder, participates in the medical
activities of Bannen. All payments for services and benefits to William J.
Bannen, Jr., M.D. are recorded as salaries and are included in cost of
operations in the financial statements. For the periods ended December 31, 1995
and 1994, amounts paid to the stockholder were $38,500 and $47,500,
respectively.
Page 11 of 21
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William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A.
Notes to Financial Statements
4. Concentration of Credit Risk
In the normal course of providing health care services, Bannen extends credit to
patients in the Simpsonville, South Carolina area without requiring collateral.
Each individuals ability to pay balances due Bannen is assessed and reserves are
established to provide for managements estimate of uncollectable balances.
Future revenues are dependent on third-party payors and include Medicare and
private insurance companies. The amount of loss Bannen would incur in the event
of non-payment by the counter party is the amount of the patient billing.
5. Contingencies
At December 31, 1995, management and its legal counsel are not aware of any
pending or threatened litigation, or unasserted claims against Bannen that could
result in losses, if any, that would be material to the financial statements.
6. Subsequent Event
On October 14, 1996, UCI Medical Affiliates of South Carolina, Inc. (UCI)
acquired certain office and medical equipment and substantially all of Bannens
assets (including patient lists and goodwill) for $25,000 consisting of $4,167
cash and the issuance of a $20,833 interest bearing promissory note. In
addition, UCI executed a lease with Dr. Bannen for Bannens office facilities for
a period commencing October 14, 1996 and ending October 31, 1998.
As a condition of the above transaction, William J. Bannen, Jr., M.D. entered
into an employment agreement for a five year period and an agreement not to
compete with UCI.
Page 12 of 21
<PAGE>
UCI Medical Affiliates, Inc.
Pro Forma Combining Balance Sheet
September 30, 1995
(Unaudited)
The following pro forma combining balance sheet is based on the individual
balance sheets of UCI Medical Affiliates, Inc. as of September 30, 1995 per the
Companys Annual Report and William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E.,
P.A. as of December 31, 1995 appearing in Item 7(a) of this filing. The
information has been prepared to reflect the acquisition by UCI Medical
Affiliates, Inc. of William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A. after
giving effect to the pro forma adjustments described in Note 1. This statement
should be read in conjunction with each entitys financial statements and
footnotes.
<TABLE>
<CAPTION>
William J.
Bannen, Jr.,
UCI Medical M.D.,
Affiliates, F.A.A.F.P., Pro Forma Pro Forma
Inc. A.M.E., P.A. Adjustments Combined
--------------- --------------- --------------- ----------------
<S> <C> <C> <C> <C>
Assets
Cash and cash equivalents $ 76,513 $ 96 $ (4,167) (a) $ 25,846
(46,500) (c)
(96) (b)
Accounts receivable - net 2,343,325 18,017 2,361,342
Medical supplies inventory 265,068 265,068
Deferred taxes 491,543 491,543
Prepaids and other assets 282,060 282,060
Goodwill 3,578,371 3,578,371
Property and equipment, net 2,795,384 31,786 (24,803) (a) 2,802,367
Deferred taxes 120,639 120,639
Other assets 262,768 262,768
=============== =============== =============== ================
Total assets $ 10,215,671 $ 49,899 $ (75,566) $ 10,190,004
=============== =============== =============== ================
Liabilities and capital
Current portion - long-term
debt $ 1,244,603 $ $ (2,813) (b)(a)$ 1,265,436
2,813 20,833
Accounts payable 1,652,792 4,418 (4,418) (b) 1,652,792
Accrued payroll 498,791 498,791
Other accrued liabilities 445,362 445,362
Long-term debt, net of current
3,121,098 3,121,098
Common stock 175,408 1,500 (1,500) (b) 175,408
Paid-in capital 9,694,256 9,694,256
Accumulated earnings (deficit) (6,616,639) 41,168 (41,168) (b) (6,663,139)
(46,500) (d)
=============== =============== =============== ================
Total liabilities
and capital $ 10,215,671 $ 49,899 $ (75,566) $ 10,190,004
=============== =============== =============== ================
</TABLE>
Page 13 of 21
<PAGE>
UCI Medical Affiliates, Inc.
Note to Pro Forma Combining Balance Sheet
September 30, 1995
(Unaudited)
1. The pro forma combining balance sheet has been prepared to reflect the
acquisition of William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A. by
UCI Medical Affiliates, Inc. for an aggregate price of $25,000. The
purchase occurred on October 14, 1996. The combining balance sheet
reflects the balances of UCI at September 30, 1995 and William J. Bannen,
Jr., M.D., F.A.A.F.P., A.M.E., P.A. at December 31, 1995. Pro forma
adjustments are made to reflect:
(a) Assets acquired and liabilities assumed are summarized as follows:
$ 6,983 Furniture and equipment
18,017 Accounts receivable
(20,833) Note payable
===================
$ 4,167 Cash paid at closing
===================
All of the note payable is recorded as currently due. The fair value of
assets acquired exceeded the purchase price paid. Accordingly, the
purchase price allocated to non-current assets has been reduced to
reflect the difference.
(b) Cash ($96) was not acquired. Accounts payable ($4,418) and prior owners
equity ($41,168) were not acquired or assumed.
(c) Net increase in fee for physician services of $46,500 annually based on
service agreement for twelve months.
(d) Effects of pro forma adjustments on statement of operations, closed into
pro forma retained earnings.
Page 14 of 21
<PAGE>
UCI Medical Affiliates, Inc.
Pro Forma Combining Statement of
Operations and Accumulated
Deficit for the year ended
September 30, 1995
(Unaudited)
The following pro forma combining statement is based on the individual
statements of operations and accumulated deficit of UCI Medical Affiliates, Inc.
as of September 30, 1995 per the Companys Annual Report and William J. Bannen,
Jr., M.D., F.A.A.F.P., A.M.E., P.A. as of December 31, 1995 appearing in Item
7(a) of this filing. The information has been prepared to reflect the
acquisition by UCI Medical Affiliates, Inc. of William J. Bannen, Jr., M.D.,
F.A.A.F.P., A.M.E., P.A. after giving effect to the pro forma adjustments
described in Note 1. This statement should be read in conjunction with each
entitys financial statements and footnotes.
<TABLE>
<CAPTION>
William J.
Bannen, Jr.,
M.D.,
UCI Medical F.A.A.F.P., Pro Forma Pro Forma
Affiliates, A.M.E., P.A. Adjustments Combined
Inc.
-------------- ------------------ --------------- ----------------
<S> <C> <C> <C>
Revenue $ 17,987,147 $ 198,311 $ $ 18,185,458
Operating costs 18,180,080 145,070 46,500 (a) 18,371,650
-------------- ------------------ --------------- ----------------
Operating margin (192,933) 53,241 (46,500) (186,192)
General and administrative
expenses 87,616 25,926 113,542
Depreciation and
amortization 579,224 5,650 584,874
-------------- ------------------ --------------- ----------------
Gain (loss) from operations (859,773) 21,655 (46,500) (884,608)
Interest expense, net 505,459 215 505,674
Gain on equipment 5,493 5,493
-------------- ------------------ --------------- ----------------
Gain (loss) before income
tax (1,359,739) 21,450 (46,500) (1,384,789)
Benefit for income taxes
-------------- ------------------ --------------- ----------------
Net gain (loss) (1,359,739) 21,450 (46,500) (1,384,789)
Retained earnings
(accumulated deficit) -
beginning of year (5,256,896) (5,278,350)
-------------- ------------------ --------------- ----------------
Retained earnings
(accumulated deficit) -
end of year $ (6,616,635) $ $ (46,500) $ (6,663,139)
============== ================== =============== ================
Earnings per common and
common equivalent share:
Net income $ (.43) (b) $ (.44)
============== ================== =============== ================
Weighted average shares of
common stock outstanding
3,136,544 (b) 3,136,544
============== ================== =============== ================
</TABLE>
Page 15 of 21
<PAGE>
UCI Medical Affiliates, Inc.
Note to Pro Forma Combining
Statement of Operations and
Accumulated Deficit for the
year ended September 30, 1995
(Unaudited)
1. The pro forma combining statement of operations gives effect to the
following pro forma adjustments necessary to reflect the acquisition
outlined in Note 1 to the pro forma balance sheet:
(a) Net change in professional salaries based on employment agreement between
William J. Bannen, Jr. M.D. , and UCI Medical Affiliates, Inc.
(b) Not applicable; William J. Bannen, Jr. M.D., F.A.A.F.P., A.M.E., P.A. was
not required to, and did not, compute earnings per share.
Page 16 of 21
<PAGE>
UCI Medical Affiliates, Inc.
Pro Forma Combining Balance Sheet
June 30, 1996
(Unaudited)
The following pro forma combining balance sheet is based on the individual
balance sheets of UCI Medical Affiliates, Inc. as of June 30, 1996 per the
Companys Form 10QSB and William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A.
as of December 31, 1995 appearing in Item 7(a) of this filing. The information
has been prepared to reflect the acquisition by UCI Medical Affiliates, Inc. of
William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A. after giving effect to
the pro forma adjustments described in Note 1. This statement should be read in
conjunction with each entitys financial statements and footnotes.
<TABLE>
<CAPTION>
William J.
Bannen, Jr.,
UCI Medical M.D.,
Affiliates, F.A.A.F.P., Pro Forma Pro Forma
Inc. A.M.E., P.A. Adjustments Combined
--------------- ----------------- ----------------- ----------------
<S> <C> <C> <C> <C>
Assets
Cash and cash equivalents $ $ 96 $ (96) (b) $
Accounts receivable - net 3,719,712 18,017 3,737,729
Medical supplies inventory 267,356 267,356
Deferred taxes 301,146 301,146
Prepaids and other assets 393,056 393,056
Goodwill 5,901,923 5,901,923
Property and equipment, net 3,001,552 31,786 (24,803) (a) 3,008,535
Deferred taxes 486,036 486,036
Other assets 271,013 271,013
---------------
================= ================= ================
Total assets $ 14,341,794 $ 49,899 $ (24,899) $ 14,366,794
=============== ================= ================= ================
Liabilities and Capital
Current portion - long-term
debt $ 1,720,302 $ 2,813 $ (2,813) (b) $ 1,741,135
20,833 (a)
Accounts payable 1,419,726 4,418 (4,418) (b) 1,459,238
4,167 (a)
34,875 (c)
470 (d)
Accrued payroll 225,933 225,933
Other accrued liabilities 260,712 (b) 260,712
Long-term debt, net of current
2,910,388 (a) 2,910,388
Common stock 240,375 1,500 (1,500) (b) 240,375
Paid-in capital 13,732,333 13,732,333
Accumulated earnings (deficit) (6,167,975) 41,168 (41,168) (b)
(35,345) (e) (6,203,320)
=============== ================= ================= ================
Total liabilities and capital $ 14,341,794 $ 49,899 $ (24,899) $ 14,366,794
=============== ================= ================= ================
</TABLE>
Page 17 of 21
<PAGE>
UCI Medical Affiliates, Inc.
Note to Pro Forma Combining Balance Sheet
June 30, 1996
(Unaudited)
1. The pro forma combining balance sheet has been prepared to reflect the
acquisition of William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A. by
UCI Medical Affiliates, Inc. for an aggregate price of $25,000. The
purchase occurred on October 14, 1996. The combining balance sheet
reflects the balances of UCI at June 30, 1996 and William J. Bannen,
Jr., M.D., F.A.A.F.P., A.M.E., P.A. at December 31, 1995. Pro forma
adjustments are made to reflect:
(a) Assets acquired and liabilities assumed are summarized as follows:
$ 6,983 Furniture and equipment
18,017 Accounts Receivable
(20,833) Note payable
===================
$ 4,167 Cash paid at closing
===================
All of the note payable is recorded as currently due. The fair value of
assets acquired exceeded the purchase price paid. Accordingly, the
purchase price allocated to non-current assets has been reduced to
reflect the difference.
(b) Cash ($96) was not acquired. Accounts payable ($4,418), notes payable
($2,813), and prior owners equity ($41,168) were not acquired or
assumed.
(c) Dr. Bannen will be employed on a full-time basis. Salaries increased by
$34,875 for the nine-month period, recorded as accounts payable.
(d) Interest expense for nine months of $470 is recorded as paid in cash.
(e) Changes in Bannens equity as a result of adjustments on pro forma
statement of operations.
Page 18 of 21
<PAGE>
UCI Medical Affiliates, Inc.
Pro Forma Combining Statement of
Operations and Accumulated
Deficit for the nine months
ended June 30, 1996
(Unaudited)
The following pro forma combining statement is based on the individual
statements of operations and accumulated deficit of UCI Medical Affiliates, Inc.
for the nine months ended June 30, 1996 per the Companys Form 10QSB and William
J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A. as of December 31, 1995 appearing
in Item 7(a) of this filing. The information has been prepared to reflect the
acquisition by UCI Medical Affiliates, Inc. of William J. Bannen, Jr., M.D.,
F.A.A.F.P., A.M.E., P.A., after giving effect to the pro forma adjustments
described in Note 1. Information for the nine months ended June 30, 1996 for
William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A. is estimated since Bannen
did not maintain its records on a basis consistent with UCI Medical Affiliates,
Inc. This statement should be read in conjunction with each entitys financial
statements and footnotes.
<TABLE>
<CAPTION>
William J.
Bannen, Jr.,
UCI Medical M.D., Pro Forma Pro Forma
Affiliates, Inc. F.A.A.F.P., Adjustments Combined
A.M.E., P.A.
------------------ ----------------- ------------------ -----------------
<S> <C> <C> <C>
Revenue $ 17,003,582 $ 148,733 $ $ 17,152,315
Operating costs 15,513,107 108,803 34,875 (a) 15,656,785
------------------ ----------------- ------------------ -----------------
Operating margin 1,490,475 39,930 (34,875) 1,495,530
General and administrative
expenses 90,364 19,444 109,808
Depreciation and amortization 687,819 4,237 692,056
------------------ ----------------- ------------------ -----------------
Income from operations 712,292 16,249 (34,875) 693,666
Interest expense, net 427,327 470 (b) 427,797
Gain on equipment (2,105) (2,105)
------------------ ----------------- ------------------ -----------------
Income before income tax 287,070 16,249 (35,345) 267,974
Benefit for income taxes 161,594 161,594
------------------ ----------------- ------------------ -----------------
Net income (loss) 448,664 16,249 (35,345) 429,568
Accumulated deficit -
beginning of year (6,616,639) (6,632,888)
------------------ ----------------- ------------------ -----------------
Accumulated deficit - end of
period $ (6,167,975) $ (6,203,320)
================== ================= ================== =================
Earnings per common and
common equivalent share:
Net income $ .11 (c) $ .10
================== ================= ================== =================
Weighted average shares of
common stock outstanding
4,121,683 (c) 4,121,683
================== ================= ================== =================
</TABLE>
Page 19 of 21
<PAGE>
UCI Medical Affiliates, Inc.
Note to Pro Forma Combining Statement
of Operations and Accumulated
Deficit for the nine months
ended June 30, 1996
(Unaudited)
1. The pro forma combining statement of operations gives effect to the
following pro forma adjustments necessary to reflect the acquisition
outlined in Note 1 to the pro forma balance sheet:
(a) Net change in physician fees based on an employment agreement between
William J. Bannen, Jr., M.D. and UCI Medical Affiliates, Inc.
(b) Accrued interest on note payable at 9.0% for nine months is recorded as
paid in cash.
(c) Not applicable; William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A.
was not required to, and did not, compute earnings per share.
Page 20 of 21
<PAGE>
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 the
undersigned hereunto duly authorized.
UCI Medical Affiliates, Inc.
(Registrant)
/s/ Marion F. McFarland, III, M.D. /s/ Jerry F. Wells, Jr.
Marion F. McFarland, III, M.D. Jerry F. Wells, Jr.
President, Chief Executive Officer and Vice President of Finance and
Chairman of the Board Chief Financial Officer
Date: December 27, 1996
Page 21 of 21
