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: September 1, 1997
----------------------------------
UCI Medical Affiliates, Inc.
(Exact name of registrant as specified in its charter)
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<S> <C> <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)
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 20 pages.
<PAGE>
This Form 8-K/A amends the Form 8-K filed with the Securities and Exchange
Commission on September 3, 1997 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 Clifton G. Aycock, M.D. 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 Clifton G. Aycock, M.D.,
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 Company's Form 8-K filed on
September 3, 1997.
Exhibit 2.1 - Merger Agreement dated and executed on September 2,
1997, to be effective as of September 1, 1997 by, between and
among UCI Medical Affiliates of South Carolina, Inc., a South
Carolina corporation ("UCI of SC"), Doctor's Care, P.A., a South
Carolina professional corporation ("Doctor's Care"); Clifton G.
Aycock, M.D., a South Carolina resident ("Seller"); and Schumacher
Group, Inc., a Louisiana corporation ("Landlord").
<PAGE>
Report on Audit of the Financial Statements of
Clifton G. Aycock, M.D.
as of December 31, 1996 and 1995
<PAGE>
Contents
Page
Clifton G. Aycock, M.D. Financial Statements
as of December 31, 1996 and 1995......................................6-11
UCI Medical Affiliates, Inc. Pro Forma Combining Financial Statements
Combining Balance Sheet at September 30, 1996...........................12
Notes to Combining Balance Sheet........................................13
Combining Statement of Operations and Accumulated Deficit
for year ended September 30, 1996....................................14
Notes to Combining Statement of Operations..............................15
UCI Medical Affiliates, Inc. Pro Forma Combining Financial Statements
Combining Balance Sheet at June 30, 1997................................16
Notes to Combining Balance Sheet........................................17
Combining Statement of Operations and Accumulated Deficit
for the six months ended June 30, 1997.............................18
Notes to Combining Statement of Operations..............................19
<PAGE>
Report of Independent Accountants
Board of Directors
UCI Medical Affiliates, Inc.
We have audited the accompanying balance sheets of Clifton G. Aycock, M.D. (the
"Practice") as of December 31, 1996 and 1995 and the related statements of
operations, changes in owner's equity, and cash flows for the periods then
ended. These financial statements are the responsibility of the Practice'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 Clifton G. Aycock, M.D. as of
December 31, 1996 and 1995, and the results of its operations, changes in
owner's equity, 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 Clifton
G. Aycock, M.D. and do not include the personal accounts of the owner or those
of any other operations in which he may be engaged.
Columbia, South Carolina
October 30, 1997
THE ORIGINAL SIGNED OPINION ON SCOTT, HOLLOWAY & MCELVEEN, LLP LETTERHEAD IS ON
FILE WITH UCI MEDICAL AFFILIATES, INC.
<PAGE>
Clifton G. Aycock, M.D.
Balance Sheets
December 31,
1996 1995
---------- ----------
Assets
Current assets:
Cash and cash equivalents $ 22,166 $ 32,851
Accounts receivable, net 2,118 1,952
--------------------- -------------------
Total current assets 24,284 34,803
Furniture and equipment, net -- --
--------------------- -------------------
Total assets $ 24,284 $ 34,803
===================== ===================
Liabilities and Owner's Equity Current liabilities:
Accounts payable and accrued expenses $ 16 $ 251
--------------------- -------------------
Total current liabilities 16 251
--------------------- -------------------
Owner's equity
Capital 24,268 34,552
--------------------- -------------------
Total owner's equity 24,268 34,552
--------------------- -------------------
Total liabilities and owner's equity $ 24,284 $ 34,803
===================== ===================
The accompanying notes are an integral part of these financial statements.
<PAGE>
Clifton G. Aycock, M.D.
Statements of Operations
for the years ended December 31,
1996 1995
----------------- ------------------
Net medical revenue $ 137,056 $ 136,842
Operating costs 45,938 46,004
----------------- ------------------
Operating margin 91,118 90,838
General and administrative expenses 22,961 22,012
----------------- ------------------
Net income $ 68,157 $ 68,826
================= ==================
The accompanying notes are an integral part of these financial statements.
<PAGE>
Clifton G. Aycock, M.D.
Statements of Changes in Owner's Equity
for the years ended December 31, 1996 and 1995
Balance, January 1, 1995 $ 17,854
Net income 68,826
Owner's draws (52,128)
------------------
Balance, December 31, 1995 34,552
Net income 68,157
Owner's draws (78,441)
------------------
Balance, December 31, 1996 $ 24,268
==================
The accompanying notes are an integral part of these financial statements.
<PAGE>
Clifton G. Aycock, M.D.
Statements of Cash Flows
for the years ended December 31,
1996 1995
------------------ ------------------
Operating activities:
Net income $ 68,157 $ 68,826
Adjustments to reconcile net income to cash provided by
operating activities:
Changes in operating assets and liabilities:
Accounts receivable (166) (158)
Accounts payable and accrued expenses (235) (60)
--------------- ------------------
Cash provided by operating activities 67,756 68,608
--------------- ------------------
Financing activities:
Payments of owner's draws (78,441) (52,128)
--------------- ------------------
Cash used by financing activities (78,441) (52,128)
--------------- ------------------
Net increase (decrease) in cash and
cash equivalents (10,685) 16,480
Cash and cash equivalents, beginning of year 32,851 16,371
--------------- ------------------
Cash and cash equivalents, end of year $ 22,166 $ 32,851
================ ==================
The accompanying notes are an integral part of these financial statements.
<PAGE>
Clifton G. Aycock, M.D.
Notes to Financial Statements
Note 1. Significant Accounting Policies
Organization - Clifton G. Aycock, M.D. is the sole owner of a medical practice
(the "Practice") located in Camden, South Carolina. The Practice is 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
Practice and do not include the personal accounts of the owner 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, 1996, 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 collectability and historical
payment percentages.
Furniture and Equipment - Furniture and equipment is reported at cost.
Depreciation for financial reporting purposes is computed principally by
straight-line methods over the estimated useful lives of the assets, which range
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.
Income Taxes - The Practice operates as a sole proprietorship. Under this
election, the revenues and expenses of the Practice are reported on the owner's
personal income tax returns. Accordingly, provision for income tax expense has
not been made in the financial statements.
Cash Equivalents - The Practice 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.
Note 2. Description of Leasing Arrangements
The Practice leases its office space under a month-to-month operating lease.
Total rental expense was $9,000 for the years ended December 31, 1996 and 1995.
<PAGE>
Clifton G. Aycock, M.D.
Notes to Financial Statements (Continued)
Note 3. Furniture and Equipment
At December 31, 1996 and 1995, furniture and equipment consisted of the
following:
1996 1995
------------------ ------------------
Office and medical equipment $ 2,967 $ 2,967
Accumulated depreciation (2,967) (2,967)
------------------ ------------------
Furniture and equipment, net $ -- $ --
================== ==================
Note 4. Related Party Transactions
The owner participates in the medical activities of the Practice. All payments
for services and benefits to the owner are recorded as owner draws. For the
periods ended December 31, 1996 and 1995, draws to the owner totaled $78,441 and
$52,128, respectively.
Note 5. Concentration of Credit Risk
In the normal course of providing health care services, the Practice extends
credit to patients in the Camden, South Carolina area without requiring
collateral. Each individual's ability to pay balances due the Practice is
assessed and reserves are established to provide for management's estimate of
uncollectable balances. Future revenues of the Practice are largely dependent on
third-party payors and include Medicare and private insurance companies. The
amount of loss the Practice would incur in the event of non-payment by the
counter party is the amount of the patient billing.
Note 6. Contingencies
At December 31, 1996, management is not aware of any pending or threatened
litigation, or unasserted claims against the Practice that could result in
losses, if any, that would be material to the financial statements.
Note 7. Subsequent Event
On September 1, 1997 UCI Medical Affiliates of South Carolina, Inc. ("UCI")
acquired the accounts receivable, certain office and medical equipment and
substantially all the Practice's intangible assets (including patient lists and
goodwill) for $45,000 consisting of the payment of $1,500 in cash immediately at
closing, and the execution of an interest-bearing promissory note for $43,500,
maturing approximately three years after closing. As a condition of the
transaction, the owner, operating as Clifton G. Aycock, M.D., entered into a
month-to-month physician services agreement to provide, on average, twenty hours
per week of physician services.
<PAGE>
UCI Medical Affiliates, Inc.
Pro Forma Combining Balance Sheet
September 30, 1996
(Unaudited)
The following pro forma combining balance sheet is based on the individual
balance sheets of UCI Medical Affiliates, Inc. as of September 30, 1996 per the
Company's Annual Report and Clifton G. Aycock, M.D. as of December 31, 1996
appearing in Item 7(a) of this filing. The information has been prepared to
reflect the acquisition by UCI Medical Affiliates, Inc. of Clifton G. Aycock,
M.D. 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.
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<S> <C> <C> <C> <C>
UCI Medical
Affiliates, Clifton G. Pro Forma Pro Forma
Inc. Aycock, M.D. Adjustments Combined
-------------- --------------- --------------- --------------
Assets
Cash and cash equivalents $ 237,684 $ 22,166 $ (22,166) (a) $
(1,500) (a)
76,000 (d) 312,184
Accounts receivable - net 4,187,394 2,118 4,189,512
Medical supplies inventory 407,617 -- -- 407,617
Deferred taxes 197,056 -- -- 197,056
Prepaids and other assets 441,384 -- -- 441,384
-------------- --------------- --------------- --------------
Total current assets 5,471,135 24,284 52,334 5,547,753
Property, plant and equipment,
net 3,300,048 -- -- 3,300,048
Deferred taxes 855,126 -- -- 855,126
Goodwill 5,828,963 -- 42,882 (a)
(2,859) (b) 5,868,986
Other assets 277,422 -- -- 277,422
============== =============== =============== ==============
Total assets $ 15,732,694 $ 24,284 $ 92,357 $ 15,849,335
============== =============== =============== ==============
Liabilities and Capital
Current portion - long-term debt
$ 913,749 $ -- $ 14,000 (a) $ 927,749
Accounts payable 1,391,858 16 (16) (a) 1,391,858
Accrued payroll 750,745 -- -- 750,745
Other accrued liabilities 394,635 -- 1,172 (c) 395,807
-------------- --------------- --------------- --------------
Total current liabilities 3,450,987 16 15,156 3,466,159
Long-term debt, net of current 4,459,484 -- 29,500 (a) 4,488,984
-------------- --------------- --------------- --------------
Total liabilities 7,910,471 16 44,656 7,955,143
-------------- --------------- --------------- --------------
Common stock 240,390 -- 240,390
Owner's equity -- 24,268 (24,268) (a) --
Paid-in capital 13,732,393 -- -- 13,732,393
Accumulated earnings
(deficit) (6,150,560) 71,969 (e) (6,078,591)
-------------- --------------- --------------- --------------
Total capital 7,822,223 24,268 47,701 (e) 7,894,192
============== =============== =============== ==============
Total liabilities and capital $ 15,732,694 $ 24,284 $ 92,357 $ 15,849,335
============== =============== =============== ==============
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<PAGE>
UCI Medical Affiliates, Inc.
Notes to Pro Forma Combining Balance Sheet
September 30, 1996
(Unaudited)
1. The pro forma combining balance sheet has been prepared to reflect the
acquisition of Clifton G. Aycock, M.D. by UCI Medical Affiliates, Inc. for an
aggregate price of $45,000. The purchase occurred on September 1, 1997. The
combining balance sheet reflects the balances of UCI at September 30, 1996 and
Clifton G. Aycock, M.D. at December 31, 1996. Pro forma adjustments are made to
reflect:
(a.) The assets acquired consisted of: The purchase price consisted of:
$ 2,118 Accounts receivable $ 43,500 Note payable
42,882 Goodwill 1,500 Cash paid at closing
============= ==========
$ 45,000 $ 45,000
============= ==========
$14,000 of the note payable is recorded as currently due; $29,500 is
recorded as non-current.
Cash deposits ($22,166) were not acquired. Accounts payable ($16), and
prior owner's equity ($24,268) were not acquired or assumed.
(b.) Excess of acquisition cost over the fair values of net assets acquired
(goodwill) less one year's amortization. ($42,882 goodwill less $2,859
amortization).
(c.) Accrued interest on note payable for one month at 8% annually.
(d.) Net change in compensation for physician services is $76,000 annually,
based on the Dr. Aycock's employment agreement compared to his draws from
his former practice.
(e.) Effects of pro forma adjustments on statement of operations, closed
into pro forma retained earnings.
<PAGE>
UCI Medical Affiliates, Inc.
Pro Forma Combining Statement of
Operations and Accumulated
Deficit for the year ended
September 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.
as of September 30, 1996 per the Company's Annual Report and Clifton G. Aycock,
M.D. as of December 31, 1996 appearing in item 7(a) of this filing. The
information has been prepared to reflect the acquisition by UCI Medical
Affiliates, Inc. of Clifton G. Aycock, M.D. 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.
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UCI Medical Clifton G. Pro Forma Pro Forma
Affiliates, Inc. Aycock, M.D. Adjustments Combined
---------------- -------------- --------------- -----------------
Revenue $ 23,254,351 $ 136,842 $ $ 23,391,193
Operating costs 21,525,421 46,004 (76,000) (a) 21,495,425
---------------- -------------- --------------- -----------------
Operating margin 1,728,930 90,838 76,000 1,895,768
General and administrative
expenses 148,637 22,012 -- 170,649
Depreciation and amortization 961,115 -- 2,859 (b) 963,974
---------------- -------------- --------------- -----------------
Income from operations 619,178 68,826 73,141 761,145
Interest expense, net (582,937) -- (1,172) (c) (584,109)
Gain on equipment 2,105 -- -- 2,105
---------------- -------------- --------------- -----------------
Income before income tax 38,346 68,826 71,969 179,141
Income tax benefit (expense) 427,733 -- -- 427,733
---------------- -------------- --------------- -----------------
Net (loss) income 466,079 68,826 71,969 606,874
Accumulated deficit - beginning
of year (6,616,,639) 17,854 -- (6,598,785)
Owner's draws -- (52,128) -- (52,128)
---------------- -------------- --------------- -----------------
Accumulated deficit - end of
year $ (6,150,560) $ 34,552 $ 71,969 $ (6,044,039)
================ ============== =============== =================
Earnings per common and common equivalent share:
Net income $ .11 (d) $ .14
================ ============== =============== =================
Weighted average shares of
common stock outstanding 4,294,137 (d) 4,294,137
================ ============== =============== =================
</TABLE>
<PAGE>
UCI Medical Affiliates, Inc.
Note to Pro Forma Combining
Statement of Operations and
Accumulated Deficit for the
year ended September 30, 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 the new employment contract
between Clifton G. Aycock, M.D. and UCI Medical Affiliates, Inc. compared with
Dr. Aycock's draws from his former practice.
(b.) Addition for amortization of goodwill on a straight line basis over 15
years.
(c.) Accrued interest on note payable for one month at 8%.
(d.) Not applicable; Clifton G. Aycock, M.D. was not required to, and did
not, compute earnings per share.
<PAGE>
UCI Medical Affiliates, Inc.
Pro Forma Combining Balance Sheet
June 30, 1997
(Unaudited)
The following pro forma combining balance sheet is based on the individual
balance sheets of UCI Medical Affiliates, Inc. as of June 30, 1997 per the
Company's Form 10QSB and Clifton G. Aycock, M.D. as of December 31, 1996
appearing in Item 7(a) of this filing. The information has been prepared to
reflect the acquisition by UCI Medical Affiliates, Inc. of Clifton G. Aycock,
M.D. 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.
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<S> <C> <C> <C> <C>
UCI Medical Clifton G. Pro Forma Pro Forma
Affiliates, Inc. Aycock, M.D. Adjustments Combined
----------------- ----------------- -------------------- -----------------
Assets
Cash and cash equivalents $ 119,538 $ 22,166 $ (22,166) (a) $
(1,500) (a)
57,000 (d) 175,038
Accounts receivable - net 5,743,707 2,118 5,745,825
Medical supplies inventory 379,647 -- 379,647
Deferred taxes 197,056 -- 197,056
Prepaid and other assets 445,636 -- 445,636
----------------- ----------------- ------------------ ------------------
Total current assets 6,885,584 24,284 33,334 6,943,202
Property, plant and
equipment, net 3,433,218 -- 3,433,218
Deferred taxes 1,380,126 -- 1,380,126
Goodwill 5,720,394 -- 42,882 (a)
(2,144) (b) 5,761,132
Other assets 268,908 -- 268,908
================= ================= ================== ==================
Total assets $ 17,688,230 $ 24,284 $ 74,072 $ 17,786,586
================= ================= ================== ==================
Liabilities and Capital
Current portion - long-term
debt $ 854,903 $ -- $ 14,000 (a) $ 868,903
Accounts payable 1,627,827 16 (16) (a) 1,627,827
Accrued payroll 452,995 -- 452,995
Other accrued liabilities 330,679 -- 3,245 (c) 333,924
----------------- ----------------- ------------------ ------------------
Total current
liabilities 3,266,404 16 17,229 3,283,649
Long-term debt, net of current
5,659,476 -- 29,500 (a) 5,688,976
----------------- ----------------- ------------------ ------------------
Total liabilities 8,925,880 16 46,729 8,972,625
----------------- ----------------- ------------------ ------------------
Common stock 260,390 -- 260,390
Owner's equity -- 24,268 (24,268) (a) --
Paid-in capital 14,312,393 -- 14,312,393
Accumulated earnings (deficit)
(5,810,433) -- 51,611 (e) (5,758,822)
----------------- ----------------- ------------------ ------------------
Total capital 8,762,350 24,268 27,343 8,813,961
----------------- ----------------- ------------------ ------------------
Total liabilities
and capital $ 17,688,230 $ 24,284 $ 74,072 $ 17,786,586
================= ================= ================== ==================
</TABLE>
<PAGE>
UCI Medical Affiliates, Inc.
Notes to Pro Forma Combining Balance Sheet
June 30, 1997
(Unaudited)
1. The pro forma combining balance sheet has been prepared to reflect the
acquisition of Clifton G. Aycock, M.D. by UCI Medical Affiliates, Inc. for an
aggregate price of $45,000. The purchase occurred on September 1, 1997. The
combining balance sheet reflects the balances of UCI at June 30, 1997 and
Clifton G. Aycock, M.D. at December 31, 1996. Pro forma adjustments are made to
reflect:
(a.) The assets acquired consisted of: The purchase price consisted of:
$ 2,118 Accounts receivable $ 43,500 Note payable
42,882 Goodwill 1,500 Cash paid at closing
========= =================
$ 45,000 $ 45,000
========= =================
$14,000 of the note payable is recorded as currently due; $29,500 is
recorded as non-current.
Cash deposits ($22,166) were not acquired. Accounts payable ($16) and prior
owner's equity ($24,268) were not acquired or assumed.
(b.) Excess of acquisition cost over the fair values of net assets acquired
(goodwill) less nine month's amortization. ($42,882 goodwill less $2,144
amortization)
(c.) Accrued interest on note payable for nine months at 8%.
(d.) Net change in fee for physician salary of $57,000 for nine months
based on employment agreement and compared with Dr. Aycock's draws from his
former practice.
(e.) Effects of pro forma adjustments on statement of operations, closed
into pro forma retained earnings.
<PAGE>
UCI Medical Affiliates, Inc.
Pro Forma Combining Statement of
Operations and Accumulated
Deficit for the nine months
ended June 30, 1997
(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 June 30, 1997 per the Company's Form 10QSB and Clifton G. Aycock, M.D. as
of December 31, 1996 appearing in Item 7(a) of this filing. The information has
been prepared to reflect the acquisition by UCI Medical Affiliates, Inc. of
Clifton G. Aycock, M.D. after giving effect to the pro forma adjustments
described in Note 1. Information for the nine months ended June 30, 1997 for
Clifton G. Aycock, M.D. is estimated since Clifton G. Aycock, M.D. 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>
<S> <C> <C> <C> <C>
UCI
Medical Clifton G. Pro Forma Pro Forma
Affiliates, Inc. Aycock, M.D. Adjustments Combined
------------------ ------------------- ------------------ ------------------
Revenue $ 20,299,676 $ 102,792 $ -- $ 20,402,468
Operating costs 18,876,302 34,453 (57,000) (a) 18,853,755
------------------ ------------------- ------------------ ------------------
Operating margin 1,423,374 68,339 57,000 1,548,713
General and administrative
Expenses 127,881 17,221 -- 145,102
Depreciation and amortization 892,372 -- 2,144 (b) 894,516
------------------ ------------------- ------------------ ------------------
Income from operations 403,121 51,118 54,856 509,095
Interest expense, net (570,951) -- (3,245) (c) (574,196)
Gain on equipment 8,809 -- -- 8,809
------------------ ------------------- ------------------ ------------------
Income(loss) before income tax
(159,021) 51,118 51,611 (56,292)
Income tax benefit 499,148 -- -- 499,148
------------------ ------------------- ------------------ ------------------
Net income 340,127 51,118 51,611 442,856
Accumulated deficit -
beginning of period (6,150,560) 31,981 -- (6,118,579)
Owner's draws -- (58,831) -- (58,831)
------------------ ------------------- ------------------ ------------------
Accumulated deficit - end of
period $ (5,810,433) 24,268 51,611 $ (5,734,554)
================== =================== ================== ==================
(f)
Earnings per common and common equivalent share:
Net income $ .07 (d) $ .10
================== =================== ================== ==================
(a)
Weighted average shares of (a)
common stock outstanding
4,819,527 (d) 4,313,650
================== =================== ================== ==================
</TABLE>
<PAGE>
UCI Medical Affiliates, Inc.
Note to Pro Forma Combining Statement
of Operations and Accumulated
Deficit for the nine months
ended June 30, 1997
(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 the new employment agreement
between Clifton G. Aycock, M.D. and UCI Medical Affiliates, Inc. compared with
Dr. Aycock's draws from his former practice.
(b.) Addition for nine months amortization of goodwill on a straight line
basis over 15 years.
(c.) Accrued interest on note payable for nine months at 8%.
(d.) Not applicable; Clifton G. Aycock, M.D. was not required to, and did
not, compute earnings per share.
<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., CPA
President, Chief Executive Officer and Executive Vice President of
Chairman of the Board Finance and Chief Financial Officer
Date: November 13, 1997
