<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: April 12, 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/other jurisdiction of incorporation) (Commission File No.) (IRS Employer ID No.)
</TABLE>
6168 St. Andrews Road, Columbia, South Carolina 29212
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (803) 772-8840
No Change
(Former name or former address, if changed since last report.)
This document contains a total of 20 pages.
Page 1 of 20
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This Form 8-K/A amends the Form 8-K filed with the Securities and Exchange
Commission on April 26, 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 Martin L. Schlein, 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 Martin L. Schlein, 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
April 26, 1996.
Exhibit 2.1 - Asset Purchase Agreement dated and executed on
April 12, 1996 by and between Martin L. Schlein, M.D., P.A.
and UCI Medical Affiliates of South Carolina, Inc.
Page 2 of 20
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Report on Audit of the Financial Statements of
Martin L. Schlein, M.D., P.A.
as of December 31, 1995 and 1994
Page 3 of 20
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UCI Medical Affiliates, Inc.
CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Martin L. Schlein, M.D., P.A. Financial Statements
as of December 31, 1995 and 1994...............................................................6-11
UCI Medical Affiliates, Inc. Pro Forma Combining Financial Statements
Combining Balance Sheet at September 30, 1995....................................................12
Notes to Combining Balance Sheet.................................................................13
Combining Statement of Operations and Accumulated Deficit
for year ended September 30, 1995.............................................................14
Notes to Combining Statement of Operations.......................................................15
UCI Medical Affiliates, Inc. Pro Forma Combining Financial Statements
Combining Balance Sheet at March 31, 1995........................................................16
Notes to Combining Balance Sheet.................................................................17
Combining Statement of Operations and Accumulated Deficit
for the six months ended March 31, 1995.....................................................18
Notes to Combining Statement of Operations.......................................................19
</TABLE>
Page 4 of 20
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Report of Independent Accountants
Board of Directors
UCI Medical Affiliates, Inc.
We have audited the accompanying balance sheets of Martin L. Schlein, M.D., P.A.
(the "Company") as of December 31, 1995 and 1994 and the related statements of
operations and retained earnings, and cash flows for the periods then ended.
These financial statements are the responsibility of the Company's 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 Martin L. Schlein, M.D., P.A.
as of December 31, 1995 and 1994, and the results of its operations and its cash
flows for the periods then ended in conformity with generally accepted
accounting principles.
The financial statements have been prepared solely from the accounts of Martin
L. Schlein, 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.
Columbia, South Carolina
June 18, 1996
THE ORIGINAL SIGNED OPINION LETTER IS ON FILE WITH
UCI MEDICAL AFFILIATES, INC.
Page 5 of 20
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Martin L. Schlein, M.D., P.A.
Balance Sheets
December 31,
1995 1994
ASSETS
Current assets:
Cash and cash equivalents $ 927 $ 2,380
Accounts receivable, net 31,595 24,815
Total current assets 32,522 27,195
Shareholder note receivable 83,994 58,869
Other assets 3,793 3,793
87,787 62,662
Total assets $120,309 $ 89,857
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 46,714 $ 28,584
Income taxes payable 12,203 24,441
Total current liabilities 58,917 53,025
Stockholder's equity
Capital stock, no par value;
100,000 shares authorized;
1,000 shares issued and
outstanding 1,500 1,500
Retained earnings 59,892 35,332
Stockholder's equity 61,392 36,832
Total liabilities and stockholder's equity $120,309 $ 89,857
The accompanying notes are an integral part of these financial statements.
Page 6 of 20
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Martin L. Schlein, M.D., P.A.
Statements of Operations and Retained Earnings
for the years ended December 31,
1995 1994
Net medical revenue $302,414 $259,260
Operating costs 242,252 178,432
Operating margin 60,162 80,828
General and administrative expenses 23,399 21,055
Income before income taxes 36,763 59,773
Income tax expense 12,203 24,441
Net income 24,560 35,332
Retained earnings, beginning of year 35,332 --
Retained earnings, end of year $ 59,892 $ 35,332
The accompanying notes are an integral part of these financial statements.
Page 7 of 20
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Martin L. Schlein, M.D., P.A.
Statements of Cash Flows
for the years ended December 31,
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 24,560 $ 35,332
Adjustments to reconcile net income to cash provided (used) by
operating activities:
Changes in operating assets and liabilities:
Accounts receivable (6,780) (24,815)
Other assets -- (3,793)
Accounts payable and accrued expenses 18,130 28,584
Income taxes payable (12,238) 24,441
Cash provided (used) by operating activities 23,672 59,749
INVESTING ACTIVITIES:
Payments made to shareholder on note receivable (25,125) (58,869)
Cash used by investing activities (25,125) (58,869)
FINANCING ACTIVITIES:
Issuance of common stock -- 1,500
Cash provided by financing activities -- 1,500
Net increase (decrease) in cash and cash equivalents (1,453) 2,380
Cash and cash equivalents, beginning of year 2,380 --
Cash and cash equivalents, end of year $ 927 $ 2,380
Supplemental cash flow information:
Cash paid for income taxes $ 24,441 $ --
</TABLE>
The accompanying notes are an integral part of these financial statements.
Page 8 of 20
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MARTIN L. SCHLEIN, M.D., P.A.
NOTES TO FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
Martin L. Schlein, M.D. is the sole stockholder of Martin L. Schlein, M.D., P.A.
(the "Company") located in Greenville, South Carolina. The Company commenced
operations in January 1994. The Company operates a family practice medical
office that provides treatments on an outpatient basis for medical conditions
not involving an immediate threat to life.
The financial statements have been prepared solely from the accounts of the
Company and do not include the personal accounts of Martin L. Schlein, 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 the cost of minor equipment 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 9 of 20
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Martin L. Schlein, M.D., P.A.
Notes to Financial Statements
1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES
Income tax expense is the sum of amounts currently payable to taxing authorities
and the net changes in income taxes payable or refundable in future years.
Income taxes deferred to future years are determined by a liability method which
gives consideration to the future tax consequences associated with differences
between the financial accounting and tax bases of certain assets and
liabilities.
CASH EQUIVALENTS
The Company 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 INVESTMENTS
The fair value of accounts receivable and accrued expenses payable are estimated
by management to approximate their respective carrying values. The fair value of
the shareholder's non-interest bearing demand note carried as a receivable by
the Company is estimated by management to be negligible.
2. DESCRIPTION OF LEASING ARRANGEMENTS
The Company leases certain medical equipment and its office space under a
month-to-month operating lease executed with the stockholder's spouse. Total
rental expense was $42,220 and $40,235 for the year ended December 31, 1995 and
the period ended December 31, 1994, respectively.
3. RELATED PARTY TRANSACTIONS
Martin L. Schlein, M.D., the sole stockholder, participates in the medical
activities of the Company. All payments for services and benefits to Martin L.
Schlein, 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 $54,000 and $0, respectively. At December
31, 1995 and 1994, the stockholder was indebted to the Company in the amount of
$83,994 and $58,869, respectively, on a non-interest bearing demand basis.
Page 10 of 20
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Martin L. Schlein, M.D., P.A.
Notes to Financial Statements
4. INCOME TAXES
The provision for income taxes consists of amounts currently payable at
December 31, 1995 and 1994 of $12,203 and $24,441, respectively. There are no
significant temporary differences that would result in deferred taxes.
5. CONCENTRATION OF CREDIT RISK
In the normal course of providing health care services, the Company extends
credit to patients in the Greenville, South Carolina area without requiring
collateral. Each individual's ability to pay balances due the Company is
assessed and reserves are established to provide for management's estimate of
uncollectable balances. Future revenues of the Company are largely dependent on
third-party payors and include Medicare and private insurance companies. The
amount of loss the Company would incur in the event of non-payment by the
counter party is the amount of the patient billing.
6. CONTINGENCIES
At December 31, 1995, management and its legal counsel are not aware of any
pending or threatened litigation, or unasserted claims against the Company that
could result in losses, if any, that would be material to the financial
statements.
7. SUBSEQUENT EVENT
On April 12, 1996, UCI Medical Affiliates of South Carolina, Inc. ("UCI")
acquired the cash, accounts receivable, inventory, certain office and medical
equipment and substantially all the Company's intangible assets (including
patient lists and goodwill) for $513,932 consisting of $438,155 in restricted
common stock of UCI, the payment of $6,315 in cash immediately at closing, and
the execution of an interest-bearing promissory note for $69,462. UCI elected
not to continue to lease the office space occupied by the Company (Note 2).
As a condition of the above transaction, Martin L. Schlein, M.D. entered
into a 10 year employment agreement with UCI.
Page 11 of 20
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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 Martin L. Schlein, 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 Martin L. Schlein,
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 Martin L.
Affiliates, Schlein, Pro Forma Pro Forma
Inc. M.D., P.A. Adjustments Combined
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 76,513 $ 927 $ (6,315) (a) $ 24,750
(71,125) (d)
24,750 (g)
Accounts receivable - net 2,343,325 31,595 -- 2,374,920
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 -- 481,410 (a) 4,027,687
(32,094) (c)
Property, plant and
equipment, net 2,795,384 -- -- 2,795,384
Deferred taxes 120,639 -- -- 120,639
Other assets 262,768 87,787 (87,787) (b) 274,971
12,203 (e)
=============== =============== =============== ===============
Total assets $ 10,215,671 $ 120,309 $ 321,042 $ 10,657,022
=============== =============== =============== ===============
LIABILITIES AND CAPITAL
Current portion - long-term
debt $ 1,244,603 $ -- $ 69,462 (a) $ 1,314,065
Accounts payable 1,652,792 41,855 30,875 (d) 1,683,667
(41,855) (b)
Accrued payroll 498,791 4,859 (4,859) (b) 498,791
Other accrued liabilities 445,362 12,203 (12,203) (b) 448,883
3,521 (f)
Long-term debt, net of
current 3,121,098 -- -- 3,121,098
Common stock 175,408 1,500 6,259 (a) 181,667
(1,500) (b)
Paid-in capital 9,694,256 -- 431,896 (a) 10,126,152
Accumulated earnings (59,892) (b)
(deficit) (6,616,639) 59,892 (100,662) (h) (6,717,301)
=============== =============== =============== ===============
Total liabilities
and capital $ 10,215,671 $ 120,309 $ 321,042 $ 10,657,022
=============== =============== =============== ===============
</TABLE>
Page 12 of 20
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UCI Medical Affiliates, Inc.
Notes 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 Martin L. Schlein, M.D., P.A. by UCI Medical Affiliates, Inc. for
an aggregate price of $513,932. The purchase occurred on April 12, 1996. The
combining balance sheet reflects the balances of UCI at September 30, 1995 and
Martin L. Schlein, M.D., P.A. at December 31, 1995. Pro forma adjustments are
made to reflect:
<TABLE>
<CAPTION>
(a.) The assets acquired consisted of: The purchase price consisted of:
<S> <C>
$ 6,259 Common stock
$ 927 Cash 431,896 Additional paid-in-capital
31,595 Accounts receivable 69,462 Note payable
481,410 Goodwill 6,315 Cash paid at closing
$ 513,932 $ 513,932
</TABLE>
Issuance of restricted common shares valued at $438,155 at estimated per
share value of $3.50.
(b.) Stockholder note receivable ($83,994) and certain deposits ($3,793) were
not acquired. Accounts payable ($41,855), payroll taxes ($4,859) and
income taxes payable ($12,203) were not assumed.
(c.) Excess of acquisition cost over the fair values of net assets acquired
(goodwill) less one year's amortization. ($481,410 goodwill less $32,094
amortization)
(d.) Net change in salary of $102,000 annually based on employment contract
for one year. $71,125 is recorded as a reduction of cash; $30,875 is
recorded as an accrued payable.
(e.) Tax effects of filing a consolidated tax return.
(f.) Accrued interest for eleven month term of the note payable at 10%.
(g.) Annual building rent of $24,750 was not continued.
(h.) Effects of pro forma adjustments on statement of operations.
Page 13 of 20
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UCI Medical Affiliates, Inc.
Pro Forma 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 Martin L. Schlein,
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 Martin L. Schlein, 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 Martin L.
Affiliates, Schlein, Pro Forma Pro Forma
Inc. M.D., P.A. Adjustments Combined
<S> <C> <C> <C> <C>
Revenue $ 17,987,147 $ 302,414 $ -- $ 18,289,561
Operating costs 18,180,080 242,252 102,000 18,499,582
(24,750) (d)
Operating margin (192,933) 60,162 (77,250) (210,021)
General and administrative
expenses 87,616 23,399 -- 111,015
Depreciation and amortization 579,224 -- 32,094 (b611,318
Loss from operations (859,773) 36,763 (109,344) (932,354)
Interest expense, net 505,459 -- 3,521 (c508,980
Gain on equipment 5,493 -- -- 5,493
Loss before income tax (1,359,739) 36,763 (112,865) (1,435,841)
Income tax expense (benefit) -- 12,203 12,203 (e) --
Net (loss) income (1,359,739) 24,560 (100,662) (1,435,841)
Accumulated deficit - beginning
of year (5,256,896) -- -- (5,281,460)
Accumulated deficit - end of
year $ (6,616,639) $ -- $ -- $ (6,717,301)
Earnings per common and common equivalent share:
Net income $ (.43) (f) $ (.44)
Weighted average shares of
common stock outstanding
3,136,544 (f) 3,261,731
</TABLE>
Page 14 of 20
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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 above statement 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 salary based on employment contract between the
Martin L. Schlein, 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 10% for eleven month loan term.
(d) Office rent not continued, annual rental $24,750.
(e) Tax effects of filing consolidated tax return.
(f) Not applicable; Martin L. Schlein, M.D., P.A. was not required to, and
did not, compute earnings per share.
Page 15 of 20
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UCI Medical Affiliates, Inc.
Pro Forma Combining Balance Sheet
March 31, 1996
(Unaudited)
The following pro forma combining balance sheet is based on the individual
balance sheets of UCI Medical Affiliates, Inc. as of March 31, 1996 per the
Company's Form 10QSB and Martin L. Schlein, 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 Martin L. Schlein,
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 Martin L.
Affiliates, Schlein, Pro Forma Pro Forma
Inc. M.D., P.A. Adjustments Combined
<S> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 174,160 $ 927 $ (6,315) (a) $ 130,147
(51,000) (d)
12,375 (g)
Accounts receivable - net 3,064,385 31,595 -- 3,095,980
Medical supplies inventory 267,356 -- -- 267,356
Deferred taxes 491,543 -- -- 491,543
Prepaids and other assets 419,567 -- -- 419,567
Goodwill 4,818,258 -- 481,410 (a) 5,283,621
Property, plant and (16,047) (c)
equipment, net 3,051,091 -- -- 3,051,091
Deferred taxes 120,639 -- -- 120,639
Other assets 282,054 87,787 (87,787) (b) 288,155
6,101 (e)
Total assets $ 12,689,053 $ 120,309 $ 338,737 $ 13,148,099
LIABILITIES AND CAPITAL
Current portion - long-term
debt $ 1,614,574 $ -- $ 69,462 (a) $ 1,684,036
Accounts payable 1,009,289 41,855 (41,855) (b) 1,009,289
Accrued payroll 551,328 4,859 (4,859) (b) 551,328
Other accrued liabilities 381,714 12,203 (12,203) (b) 383,474
1,760 (f)
Long-term debt, net of
current 3,116,696 -- -- 3,116,696
(1,500) (b)
Common stock 214,578 1,500 6,259 (a) 220,837
Paid-in capital 12,129,979 -- 431,896 (a) 12,561,875
Accumulated earnings (59,892) (b)
(deficit) (6,329,105) 59,892 (50,331) (h) (6,379,436)
Total liabilities
and capital $ 12,689,053 $ 120,309 $ 338,737 $ 13,148,099
</TABLE>
Page 16 of 20
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UCI Medical Affiliates, Inc.
Notes to Pro Forma Combining Balance Sheet
March 31, 1996
(Unaudited)
1. The pro forma combining balance sheet has been prepared to reflect the
acquisition of Martin L. Schlein, M.D., P.A. by UCI Medical Affiliates, Inc. for
an aggregate price of $513,932. The purchase occurred on April 12, 1996. The
combining balance sheet reflects the balances of UCI at March 31, 1996 and
Martin L. Schlein, M.D., P.A. at December 31, 1995. Pro forma adjustments are
made to reflect:
<TABLE>
<CAPTION>
(a.) The assets acquired consisted of: The purchase price consisted of:
<S> <C>
$ 6,259 Common stock
$ 927 Cash 431,896 Additional paid-in-capital
31,595 Accounts receivable 69,462 Note payable
481,410 Goodwill 6,315 Cash paid at closing
$ 513,932 $ 513,932
</TABLE>
Issuance of restricted common shares valued at $438,155 at estimated per
share value of $3.50.
(b.) Stockholder note receivable ($83,994) and certain deposits ($3,793) were
not acquired. Accounts payable ($41,855), payroll taxes ($4,859) and
taxes payable ($12,203) were not assumed.
(c.) Excess of acquisition cost over the fair values of net assets acquired
(goodwill) less six months' amortization. ($481,410 goodwill less $16,047
amortization)
(d.) Net change in salary for six months based on employment contract.
(e.) Tax effects of filing a consolidated tax return.
(f.) Accrued interest for six months term of the note payable at 10%.
(g.) Six months office rent not continued.
(h.) Effects of pro forma adjustments on statement of operations.
Page 17 of 20
<PAGE>
UCI Medical Affiliates, Inc.
Pro Forma Statement of Operations and Accumulated Deficit
for the six months ended March 31, 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 March 31, 1996 per the Company's Form 10QSB and Martin L. Schlein, 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 Martin L. Schlein, M.D., P.A. after giving effect to the pro
forma adjustments described in Note 1. Information for the six months ended
March 31, 1996 for Martin L. Schlein, M.D., P.A. is estimated since Martin L.
Schlein, M.D., P.A. 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 Martin L.
Medical Schlein, M.D., Pro Forma Pro Forma
Affiliates, Inc. P.A. Adjustments Combined
<S> <C> <C> <C> <C>
Revenue $ 11,069,503 $ 151,207 $ -- $ 11,220,710
Operating costs 9,999,069 121,126 51,000 (a) 10,158,820
(12,375) (d)
Operating margin 1,070,434 30,081 (38,625) 1,061,890
General and administrative
expenses 62,237 11,699 -- 73,936
Depreciation and amortization
433,815 -- 16,047 (b) 449,862
Income from operations 574,382 18,382 (54,672) 538,092
Interest expense, net 288,953 -- 1,760 (c) 290,713
Gain on equipment (2,105) -- -- (2,105)
Income before income tax 287,534 18,382 (56,432) 249,484
Income tax expense -- 6,101 (6,101) (e) --
Net income 287,534 12,281 (50,331) 249,484
Accumulated deficit -
beginning of year (6,616,639) -- -- (6,628,920)
Accumulated deficit - end of
year $ (6,329,105) $ -- $ -- $ (6,379,436)
Earnings per common and common equivalent share:
Net income $ .07 (f) $ .06
Weighted average shares of
common stock outstanding
3,932,259 (f) 4,057,446
</TABLE>
Page 18 of 20
<PAGE>
UCI Medical Affiliates, Inc.
Note to Pro Forma Combining Statement of Operations and Accumulated
Deficit
for the six months ended March 31, 1996
(Unaudited)
1. The above statement 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 salary based on employment contract between
Martin L. Schlein, M.D. , and UCI Medical Affiliates, Inc.
(b) Addition for six months amortization of goodwill on a straight line basis
over 15 years.
(c) Accrued interest on note payable at 10% for six months.
(d) Office rent not continued, six months rent $12,375.
(e) Tax effects of filing a consolidated tax return.
(f) Not applicable; Martin L. Schlein, M.D., P.A. was not required to, and
did not, compute earnings per share.
Page 19 of 20
<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/ 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: June 24, 1996
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