<PAGE>
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 1, 1996
--------------------------------------------
UCI Medical Affiliates, Inc.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
Delaware 0-13265 59-2225346
<S> <C> <C>
(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)
Registrant's 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 1 of 21
<PAGE>
This Form 8-K/A amends the Form 8-K filed with the Securities and Exchange
Commission on October 11, 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 H.A. Langston, Jr., M.D., 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 H.A. Langston, Jr.,
M.D., P.A., the business acquired by the wholly-owned
subsidiary of the Company, is included in this report
following the financial information included 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 Company's Form 8-K filed on October
11, 1996.
Exhibit 2.1 - Asset Purchase Agreement dated and executed on
September 30, 1996, to be effective as of October 1, 1996 by
and between H.A. Langston, Jr., M.D., P.A. and UCI Medical
Affiliates of South Carolina, Inc.
Page 2 of 21
<PAGE>
FINANCIAL STATEMENTS OF
H. A. LANGSTON, JR., M. D., P. A.
AS OF DECEMBER 31, 1995 AND 1994
Page 3 of 21
<PAGE>
CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Financial Statements of H. A. Langston, Jr., M. D., P. A. as of
December 31, 1995 and 1994.....................................................................6-12
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
</TABLE>
Page 4 of 21
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
Board of Directors
UCI Medical Affiliates, Inc.
We have audited the accompanying balance sheets of H. A. Langston, Jr., M. D.,
P. A. as of December 31, 1995 and 1994 and the related statements of operations,
changes in owner's 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 H. A. Langston, Jr., M. D., 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 H. A.
Langston, Jr., M. D., P. A. and do not include the personal accounts of the
stockholder or those of any other operations in which he may be engaged.
THE ORIGINAL SIGNED OPINION LETTER IS ON FILE WITH
UCI MEDICAL AFFILIATES, INC.
Columbia, South Carolina
October 24, 1996
Page 5 of 21
<PAGE>
H. A. LANGSTON, JR., M. D., P. A.
BALANCE SHEETS
December 31,
<TABLE>
<CAPTION>
1995 1994
--------- -------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 7,409 $14,131
Accounts receivable, net 12,973 28,470
------- -------
Total current assets 20,382 42,601
Office and equipment, net 5,755 4,905
Other assets, advances to employees 379 379
------- -------
6,134 5,284
------- -------
Total assets $26,516 $47,885
======= =======
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 1,299 $ 1,866
Other accrued liabilities 970 5,971
------- -------
Total current liabilities 2,269 7,837
------- -------
Total liabilities 2,269 7,837
------- -------
Equity
Capital stock, $5 par value, 300 shares authorized; 100 shares issued and
outstanding 500 500
Retained earnings 23,747 39,548
------- -------
Equity 24,247 40,048
------- -------
Total liabilities and stockholder's equity $26,516 $47,885
======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
Page 6 of 21
<PAGE>
H. A. LANGSTON, JR., M. D., P. A.
STATEMENTS OF OPERATIONS
for the years ended December 31,
1995 1994
--------- ---------
Net medical revenue $ 251,211 $ 344,295
Operating costs 225,314 281,201
--------- ---------
Operating margin 25,897 63,094
General and administrative expenses 40,416 57,276
Depreciation and amortization 1,282 848
--------- ---------
Income (loss) from operations (15,801) 4,970
Interest expense, net -- --
========= =========
Net income (loss) $ (15,801) $ 4,970
========= =========
The accompanying notes are an integral part of these financial statements.
Page 7 of 21
<PAGE>
H. A. LANGSTON, JR., M. D., P. A.
STATEMENTS OF CHANGES IN EQUITY
for the years ended December 31, 1995 and 1994
Common Retained
Stock Earnings Total
---------- -------- --------
June 1, 1994 $ 500 $ 34,578 $ 35,078
Net income -- 4,970 4,970
-------- -------- --------
Balance, December 31, 1994 500 39,548 40,048
Net Loss -- (15,801) (15,801)
-------- -------- --------
Balance, December 31, 1995 $ 500 $ 23,747 $ 24,247
======== ======== ========
The accompanying notes are an integral part of these financial statements.
Page 8 of 21
<PAGE>
H. A. LANGSTON, JR., M. D., P. A.
STATEMENTS OF CASH FLOWS
for the years ended December 31,
1995 1994
---------- ---------
OPERATING ACTIVITIES:
Net income (loss) $(15,801) $ 4,970
Adjustments to reconcile net income to cash provided by
operating activities:
Depreciation and amortization 1,282 848
Changes in operating assets and liabilities:
Accounts receivable 15,497 (5,477)
Other accrued liabilities (5,001) (10,338)
Accounts payable and accrued expenses (567) 930
-------- --------
Cash provided by operating activities (4,590) (9,067)
INVESTING ACTIVITIES:
Purchases of property and equipment, net (2,132) (1,797)
-------- --------
Cash used by investing activities (2,132) (1,797)
Net decrease in cash and cash equivalents (6,722) (10,864)
Cash and cash equivalents, beginning of period 14,131 24,995
======== ========
Cash and cash equivalents, end of period $ 7,409 $ 14,131
======== ========
Supplemental cash flow information:
Cash paid for interest $ -- $ --
======== ========
The accompanying notes are an integral part of these financial statements.
Page 9 of 21
<PAGE>
H. A. LANGSTON, JR., M. D., P. A.
NOTES TO FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
Henry A. Langston, Jr., M. D. is the sole stockholder of H. A. Langston, Jr., M.
D., P. A. ("Langston") located in Aiken, South Carolina. Dr. Langston 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, 1971. 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 Langston
and do not include the personal accounts of Henry A. Langston, 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
management's 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
<PAGE>
H. A. LANGSTON, JR., M. D., P. A.
NOTES TO FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES
As provided by the Internal Revenue Code, Langston has elected S Corporation
status. Under this election, net income from Langston is reported in the
stockholder's individual federal and state income tax returns along with the
stockholder's other items of income and expense for the period. Langston is not
a taxpaying entity for purposes of federal and state income taxation.
Accordingly, provisions for income taxes have not been recorded in Langston's
financial statements.
CASH EQUIVALENTS
Langston considers all short-term debt investments with a maturity of three
months or less at the date of acquisition to be cash equivalents.
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. OFFICE AND MEDICAL EQUIPMENT
Office and medical equipment consists of the following at December 31, 1995 and
1994:
1995 1994
------- -------
Office and medical equipment $48,840 $46,708
Less, accumulated depreciation and amortization 43,085 41,803
------- -------
$ 5,755 $ 4,905
======= =======
3. RELATED PARTY TRANSACTIONS
Henry A. Langston, Jr., M. D., the sole stockholder, participates in the medical
activities of Langston. All payments for services and benefits to Henry A.
Langston, 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 $123,111 and $172,731,
respectively.
Page 11 of 21
<PAGE>
H. A. LANGSTON, JR., M. D., P. A.
NOTES TO FINANCIAL STATEMENTS
3. RELATED PARTY TRANSACTIONS (CONTINUED)
Langston leases its medical office facilities under an operating lease executed
with the stockholder. The terms of the lease provide that Langston will pay all
insurance, taxes and utilities. During 1995 and 1994, lease expense paid to Dr.
Langston was $18,000 and $22,500, respectively.
4. CONCENTRATION OF CREDIT RISK
In the normal course of providing health care services, Langston extends credit
to patients in the Aiken, South Carolina area without requiring collateral. Each
individual's ability to pay balances due Langston is assessed and reserves are
established to provide for management's estimate of uncollectable balances.
Future revenues are dependent on third-party payors and include Medicare and
private insurance companies. The amount of loss Langston 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 Langston that
could result in losses, if any, that would be material to the financial
statements.
6. SUBSEQUENT EVENT
On October 1, 1996, UCI Medical Affiliates of South Carolina, Inc. ("UCI")
acquired certain office and medical equipment and substantially all of
Langston's assets (including patient lists and goodwill) for $80,000 consisting
of $10,000 cash and the issuance of a $70,000 interest bearing promissory note.
In addition, UCI executed a lease with Dr. Langston for the lease of Langston's
office facilities for a period commencing October 1, 1996 and ending September
30, 2001.
As a condition of the above transaction, Henry A. Langston, Jr., M. D. entered
into an employment agreement for a one year period and an agreement
not-to-compete with UCI for a period of three years.
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
Company's Annual Report and H. A. Langston, Jr., M. D., P. A. as of December 31,
1995 appearing in item 7a of this filing. The information has been prepared to
reflect the acquisition by UCI Medical Affiliates, Inc. of H. A. Langston, Jr.,
M. D., P. A. after giving effect to the pro forma adjustments described in Note
1. This statement should be read in conjunction with each entity's financial
statements and footnotes.
<TABLE>
<CAPTION>
H. A.
UCI Medical Langston,
Affiliates, Jr., M. D., Pro Forma Pro Forma
Inc. P. A. . Adjustments Combined
---------------- ----------------- -------------- -------------------
<S> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 76,513 $ 7,409 $ (10,000)(a) $ 106,513
40,000 (c)
(7,409)(b)
Accounts receivable - net 2,343,325 12,973 -- 2,356,298
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 -- (4,085)(d) 3,635,558
61,272 (a)
Property and equipment, net 2,795,384 5,755 -- 2,801,139
Deferred taxes 120,639 -- -- 120,639
Other assets 262,768 379 (379)(b) 262,768
================= ============= ============== ===================
Total assets $ 10,215,671 $ 26,516 $ 79,399 $ 10,321,586
================= ============= ============== ===================
LIABILITIES AND CAPITAL
Current portion - long-term debt
$ 1,244,603 $ -- $ 33,562 (a) $ 1,278,165
Accounts payable 1,652,792 1,299 (1,299)(b) 1,652,792
Accrued payroll 498,791 -- -- 498,791
Other accrued liabilities 445,362 970 (970)(b) 445,362
Long-term debt, net of current
3,121,098 -- 36,438 (a) 3,157,536
Common stock 175,408 500 (500)(b) 175,408
Paid-in capital 9,694,256 -- -- 9,694,256
Accumulated earnings (deficit) (6,616,639) 23,747 (23,747)(b) (6,580,724)
35,915 (e)
================= ============= ============== ===================
Total liabilities and
capital $ 10,215,671 $ 26,516 $ 79,399 $ 10,321,586
================= ============= ============== ===================
</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 H. A. Langston, Jr., M. D., P. A. by UCI Medical
Affiliates, Inc. for an aggregate price of $80,000. The purchase
occurred on October 1,1996. The combining balance sheet reflects the
balances of UCI at September 30, 1995 and H. A. Langston, Jr., M.
D., P. A. at December 31, 1995. Pro forma adjustments are made to
reflect:
(a) Assets acquired and liabilities assumed are summarized as follows:
$ 5,755 Furniture and equipment
12,973 Accounts receivable
61,272 Goodwill
(70,000) Notes payable
===================
$ 10,000 Cash paid at closing
===================
$33,562 of the note payable is recorded as currently due, $36,438
is recorded as non-current.
(b) Cash ($7,409), and employee advances ($379) were not acquired.
Accounts payable ($1,299), accrued liabilities ($970), and prior
owner's equity ($23,747) were not acquired or assumed.
(c) Net decrease in fee for physician services of $40,000 annually based
on service agreement for twelve months.
(d) Goodwill in the amount of $61,272 is amortized over 15 years. One
year's amortization is $4,085.
(e) 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 Company's Annual Report and H. A. Langston,
Jr., M. D., P.A.. as of December 31, 1995 appearing in item 7a of this filing.
The information has been prepared to reflect the acquisition by UCI Medical
Affiliates, Inc. of H. A. Langston, Jr., M. D. , P. A. after giving effect to
the pro forma adjustments described in Note 1. This statement should be read in
conjunction with each entity's financial statements and footnotes.
<TABLE>
<CAPTION>
UCI Medical H. A.
Affiliates, Langston, Jr., Pro Forma Pro Forma
Inc. M. D., P.A. Adjustments Combined
--------------------- ------------------ --------------- ----------------
<S> <C> <C> <C> <C>
Revenue $ 17,987,147 $ 251,211 $ -- $ 18,238,358
Operating costs 18,180,080 225,314 (40,000) (a) 18,365,394
--------------------- ------------------ --------------- ----------------
Operating margin (192,933) 25,897 40,000 (127,036)
General and administrative expenses
87,616 40,416 -- 128,032
Depreciation and amortization
579,224 1,282 4,085 (b) 584,591
--------------------- ------------------ --------------- ----------------
Loss from operations (859,773) (15,801) 35,915 (839,659)
Interest expense, net 505,459 -- -- 505,459
Gain on equipment 5,493 -- -- 5,493
--------------------- ------------------ --------------- ----------------
Loss before income tax (1,359,739) (15,801) 35,915 (1,339,625)
Benefit for income taxes -- --
--------------------- ------------------ --------------- ----------------
Net loss (1,359,739) (15,801) 35,915 (1,339,625)
Accumulated deficit - beginning of
year (5,256,896) 39,548 -- (5,217,348)
--------------------- ------------------ --------------- ----------------
Accumulated deficit - end of year
$ (6,616,635) $ 23,747 -- $ (6,556,973)
===================== ================== =============== ================
Earnings per common and common equivalent share:
Net income $ (.43) (c) -- $ (.43)
===================== ================== =============== ================
Weighted average shares of common
stock outstanding
3,136,544 (c) -- 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 non-competition agreement
between Henry A. Langston, Jr. M. D. , and UCI Medical Affiliates, Inc.
(b) Addition for amortization of goodwill on a straight line basis over 15
years.
(c) Not applicable; H. A. Langston, Jr., M. D., 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
Company's Form 10QSB and H. A. Langston, Jr., M.D., P. A. as of December 31,
1995 appearing in item 7a of this filing. The information has been prepared to
reflect the acquisition by UCI Medical Affiliates, Inc. of H. A. Langston, Jr.,
M. D., P. A. after giving effect to the pro forma adjustments described in Note
1. This statement should be read in conjunction with each entity's financial
statements and footnotes.
<TABLE>
<CAPTION>
UCI Medical H. A.
Affiliates, angston, Jr., Pro Forma Pro Forma
Inc. M. D., P. A. Adjustments Combined
------------------ ---------------- --------------- ----------------
<S> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents $ -- $ 7,409 $ (10,000) (a)
(7,409) (b)
30,000 (c)
(3,655) (e) $ 16,345
Accounts receivable - net 3,719,712 12,973 -- 3,732,685
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 -- 61,272 (a)
(3,060) (d) 5,960,135
--
Property and equipment, net 3,001,552 5,755 -- 3,007,307
Deferred taxes 486,036 -- -- 486,036
Other assets 271,013 379 (379) (b) 271,013
================== ================ =============== ================
Total assets $ 14,341,794 $ 26,516 $ 66,769 $ 14,435,079
================== ================ =============== ================
LIABILITIES AND CAPITAL
Current portion - long-term debt
$ 1,720,302 $ -- $ 33,562 (a) $ 1,753,864
Accounts payable 1,419,726 1,299 (1,299) (b) 1,419,726
Accrued payroll 225,933 -- -- 225,933
Other accrued liabilities 260,712 970 (970) (b) 260,712
Long-term debt, net of current
2,910,388 -- 36,438 (a) 2,946,826
Common stock 240,375 500 (500) (b) 240,375
Paid-in capital 13,732,333 -- -- 13,732,333
Accumulated earnings (deficit) (6,167,975) 23,747 (23,747) (b)
23,285 (f) (6,144,690)
================== ================ =============== ================
Total liabilities and capital $ 14,341,794 $ 26,516 $ 66,769 $ 14,435,079
================== ================ ================= ================
</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 H. A. Langston, Jr., M. D., P.A. by UCI Medical
Affiliates, Inc. for an aggregate price of $80,000. The purchase
occurred on October 1,1996. The combining balance sheet reflects the
balances of UCI at June 30, 1996 and H. A. Langston, Jr., M. D., P. A.
at December 31, 1995. Pro forma adjustments are made to reflect:
(a) Assets acquired and liabilities assumed are summarized as follows:
$ 5,755 Furniture and equipment
12,973 Accounts Receivable
61,272 Goodwill
(70,000) Notes payable
=================
$ 10,000 Cash paid at closing
=================
$33,562 of the note payable is recorded as currently due, $36,438 is
recorded as non-current.
(b) Cash ($7,409) and employee advances ($379) were not acquired. Accounts
payable ($1,299), other accrued liabilities ($970), and prior owner's
equity ($23,747) were not acquired or assumed.
(c) Dr. Langston, Jr. will only be employed on a part-time basis. Salaries
no longer included are $30,000 for the nine-month period.
(d) Goodwill in the amount of $61,272 is amortized over 15 years. Nine
months amortization is $3,060.
(e) Interest expense for nine months of $3,655 is recorded as paid in cash.
(f) Changes in Langston's 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 Company's Form 10QSB and H. A.
Langston, Jr., M. D., 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 H. A. Langston, Jr., M. D., P. A., after giving
effect to the pro forma adjustments described in Note 1. Information for the
nine months ended June 30, 1996 for H. A. Langston, Jr., M. D., P. A. is
estimated since Langston did not maintain its records on a basis consistent with
UCI Medical Affiliates, Inc. This statement should be read in conjunction with
each entity's financial statements and footnotes.
<TABLE>
<CAPTION>
UCI Medical
Affiliates, H. A. Langston, Pro Forma Pro Forma
Inc. Jr., M. D., P. A. Adjustments Combined
----------------- ----------------- ------------ -------------
<S> <C> <C> <C> <C>
Revenue $ 17,003,582 $ 188,406 $ -- $ 17,191,988
Operating costs 15,513,107 168,985 (30,000) (a) 15,652,092
----------------- ----------------- ------------ -------------
Operating margin 1,490,475 19,421 30,000 1,539,896
General and administrative expenses
90,364 30,312 3,060 (b) 123,736
Depreciation and amortization
687,819 961 -- 688,780
----------------- ----------------- ------------ -------------
Income from operations 712,292 (11,852) 26,940 727,380
Interest expense, net 427,327 -- 3,655 (c) 430,982
Gain on equipment (2,105) -- -- (2,105)
----------------- ----------------- ------------ -------------
Income before income tax 287,070 (11,852) 23,285 298,503
Benefit for income taxes 161,594 -- -- 161,594
----------------- ----------------- ------------ -------------
Net income (loss) 448,664 (11,852) 23,285 460,097
Accumulated deficit - beginning of year
(6,616,639) -- -- (6,604,787)
----------------- ----------------- ------------ -------------
Accumulated deficit - end of period
$ (6,167,975) -- -- $ (6,144,690)
================= ================= ============ =============
Earnings per common and common
equivalent share:
Net income $ .11 (d) $ .11
================= ================= =============== =============
Weighted average shares of
common stock
outstanding
4,121,683 (d) 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 proforma 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 on an employment agreement between Henry
A. Langston, Jr., M. D. , and UCI Medical Affiliates, Inc.
(b) Addition for amortization of goodwill on a straight line basis over 15
years.
(c) Accrued interest on note payable at 8.25% for nine months is recorded
as paid in cash.
(d) Not applicable; H. A. Langston, Jr., M. D., P.A. was not required to,
and did not, compute earnings per share.
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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/ M.F. McFarland, III, M.D. /s/ Jerry F. Wells, Jr.
President, Chief Executive Officer and Vice President of Finance and
Chairman of the Board Chief Financial Officer
Date: November 27, 1996
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