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 9, 1997
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UCI Medical Affiliates, Inc.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 0-13265 59-2225346
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
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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 9 pages.
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This Form 8-K/A amends that certain Form 8-K filed with the Securities and
Exchange Commission on September 15, 1997 by UCI Medical Affiliates, Inc., a
Delaware corporation (the "Company"), and that certain Form 8-K/A filed with the
Securities and Exchange Commission on November 19, 1997, and is filed to include
certain revised pro forma financial information required by Item 7 of Form 8-K.
Item 7. Financial Statements and Exhibits
a) Financial Statements of Business Acquired
The financial statements for Leif Martin Adams, D.O., the business
acquired by the wholly-owned subsidiary of the Company, were
included in that certain Form 8-K/A filed with the Securities and
Exchange Commission on November 19, 1997.
b) Pro Forma Financial Information
The revised pro forma financial information for Leif Martin Adams,
D.O., the business acquired by the wholly-owned subsidiary of the
Company, is included in this report beginning on page 13.
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 15, 1997.
Exhibit 2.1 - Asset Purchase Agreement dated and executed on
September 9, 1997, by, between and among UCI Medical Affiliates,
Inc., a Delaware corporation ("UCI"); UCI Medical Affiliates of
South Carolina, Inc., a South Carolina corporation and
wholly-owned subsidiary of UCI ("UCI of SC"), Doctor's Care, P.A.,
a South Carolina professional corporation ("Doctor's Care"); and
Leif Martin Adams, D.O., a South Carolina resident ("Seller").
(Previously filed as an Exhibit to that certain Form 8-K/A filed
on November 19, 1997.)
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UCI Medical Affiliates, Inc.
Pro Forma 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 Leif Martin Adams,
D.O. 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 Leif Martin Adams, D.O. 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 Leif Martin Pro Forma Pro Forma
Affiliates, Inc. Adams, D.O. Adjustments Combined
---------------- -------------- --------------- -----------------
Revenue $ 23,254,351 $ 220,934 -- $ 23,475,285
Operating costs 21,525,421 89,670 54,000 (a.) 21,669,091
---------------- -------------- --------------- -----------------
Operating margin 1,728,930 131,264 (54,000) 1,806,194
General and administrative
expenses 148,637 21,600 -- 170,237
Depreciation and amortization 961,115 10,417 3,752 (b.) 975,284
---------------- -------------- --------------- -----------------
Income from operations 619,178 99,247 (57,752) 660,673
Interest expense, net (582,937) (12,035) (311) (c.) (595,283)
Gain on equipment 2,105 -- -- 2,105
---------------- -------------- --------------- -----------------
Income before income tax 38,346 87,212 (58,063) 67,495
Income tax benefit (expense) 427,733 -- -- 427,733
---------------- -------------- --------------- -----------------
Net (loss) income 466,079 87,212 (58,063) 495,228
Accumulated deficit - beginning
of year (6,616,639) 62,554 -- (6,554,085)
Owner's draws -- (64,910) -- (64,910)
---------------- -------------- --------------- -----------------
Accumulated deficit - end of
year $ (6,150,560) $ 84,856 $ (58,063) $ (6,123,767)
================ ============== =============== =================
Earnings per common and common equivalent share:
Net income $ .11 (d) -- $ .11
================ ============== =============== =================
Weighted average shares of
common stock outstanding 4,294,137 (d) -- 4,313,650
================ ============== =============== =================
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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, 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 fees based on employment agreement between
Leif Martin Adams, D.O. 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% for one month loan term.
(d.) Not applicable; Leif Martin Adams, D.O. was not required to, and did
not, compute earnings per share.
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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 Leif Martin Adams, D.O. as of June 30, 1997. The
information has been prepared to reflect the acquisition by UCI Medical
Affiliates, Inc. of Leif Martin Adams, D.O. 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 Leif Martin Pro Forma Pro Forma
Affiliates, Inc. Adams, D.O. Adjustments Combined
----------------- ----------------- -------------------- -----------------
Assets
Cash and cash equivalents $ 119,538 $ 3,832 $ (7,000) (a)
(3,832) (a) $ 112,538
Accounts receivable - net 5,743,707 9,747 -- 5,753,454
Medical supplies inventory 379,647 -- -- 379,647
Deferred taxes 197,056 -- -- 197,056
Prepaids and other assets 445,636 -- -- 445,636
----------------- ----------------- ------------------ ------------------
Total current assets 6,885,584 13,579 (10,832) 6,888,331
Property, plant and
equipment, net 3,433,218 183,853 (176,371) (a) 3,440,700
Deferred taxes 1,380,126 -- -- 1,380,126
Goodwill 5,720,394 -- 82,771 (a) 5,803,165
Other assets 268,908 200 (200) (a) 268,908
================= ================= ================== ==================
Total assets $ 17,688,230 $ 197,632 $ (104,632) $ 17,781,230
================= ================= ================== ==================
Liabilities and Capital
Current portion - long-term
debt $ 854,903 $ 26,418 $ 40,000 (a) $
(26,418) (a) 894,903
Accounts payable 1,627,827 1,001 (1,001) (a) 1,627,827
Accrued payroll 452,995 -- -- 452,995
Other accrued liabilities 330,679 1,881 (1,881) (a) 330,679
----------------- ----------------- ------------------ ------------------
Total current
liabilities 3,266,404 29,300 10,700 3,306,404
Long-term debt, net of current
5,659,476 109,467 3,000 (a)
(109,467) (a) 5,662,476
----------------- ----------------- ------------------ ------------------
----------------- ----------------- ------------------ ------------------
Total liabilities 8,925,880 138,767 (95,767) 8,968,880
----------------- ----------------- ------------------ ------------------
Common stock 260,390 -- 976 (a) 261,366
Owner's capital -- 58,865 (58,865) (a) --
Paid-in capital 14,312,393 -- 49,024 (a) 14,361,417
Accumulated (deficit) (5,810,433) -- --- (5,810,433)
----------------- ----------------- ------------------ ------------------
Total capital 8,762,350 58,865 (8,865) 8,812,350
----------------- ----------------- ------------------ ------------------
Total liabilities
and capital $ 17,688,230 $ 197,632 $ $ 17,781,230
(104,632)
================= ================= ================== ==================
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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 Leif Martin Adams, D.O. by UCI Medical Affiliates, Inc. for an
aggregate price of $100,000. The purchase occurred on September 9, 1997. The
combining balance sheet reflects the balances of UCI at June 30, 1997, and Leif
Martin Adams, D.O. at June 30, 1997. Pro forma adjustments are made to reflect:
(a.) The assets acquired consisted of: The purchase price consisted of:
$ 9,747 Accounts receivable $ 976 Common stock
7,482 Furniture , equipment 49,024 Additional paid-in-capital
82,771 Goodwill 43,000 Note payable
7,000 Cash paid at closing
============ =======
$ 100,000 $100,000
============ =======
Issuance of 19,513 shares of restricted common stock valued at $50,000 at
estimated per share value of $2.56.
$40,000 of the note payable is recorded as currently due, $3,000 is
recorded as non-current.
Certain cash deposits ($3,832), land and premises, and certain furniture
and equipment ($176,371) were not acquired. Accounts payable ($1,001),
payroll taxes payable ($1,881), long-term debt ($135,885) and prior
owner's equity ($58,865) were not assumed.
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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 Leif Martin Adams, D.O. as
of June 30, 1997. The information has been prepared to reflect the acquisition
by UCI Medical Affiliates, Inc. of Leif Martin Adams, D.O. after giving effect
to the pro forma adjustments described in Note 1. Information for the nine
months ended June 30, 1997 for Leif Martin Adams, D.O. is estimated since Leif
Martin Adams, D.O. 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.
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UCI Medical Leif Martin Pro Forma Pro Forma
Affiliates, Inc. Adams, D.O. Adjustments Combined
------------------ ------------------- ------------------ ------------------
Revenue $ 20,299,676 $ 137,043 -- $ 20,436,719
Operating costs 18,876,302 68,016 40,500 (a) 18,984,818
------------------ ------------------- ------------------ ------------------
Operating margin 1,423,374 69,027 (40,500) 1,451,901
General and administrative
expenses 127,881 21,431 -- 149,312
Depreciation and amortization 892,372 7,984 4,139 (b) 904,495
------------------ ------------------- ------------------ ------------------
Income from operations 403,121 39,612 (44,639) 398,094
Interest expense, net (570,951) (12,964) (2,903) (c) (586,818)
Gain on equipment 8,809 -- -- 8,809
------------------ ------------------- ------------------ ------------------
Income(loss) before income tax
(159,021) 26,648 (47,542) (179,915)
Income tax benefit 499,148 -- -- 499,148
------------------ ------------------- ------------------ ------------------
Net income 340,127 26,648 (47,542) 319,233
Accumulated deficit -
beginning of period (6,150,560) 80,900 -- (6,069,660)
Owner's draws -- (48,683) -- (48,683)
------------------ ------------------- ------------------ ------------------
Accumulated deficit - end of
period $ (5,810,433) $ 58,865 $ (47,542) $ (5,799,110)
================== =================== ================== ==================
(f)
Earnings per common and common equivalent share:
Net income $ .07 (d) -- $ .07
================== =================== ================== ==================
(a)
Weighted average shares of (a)
common stock outstanding
4,819,527 (d) -- 4,839,040
================== =================== ================== ==================
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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 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 fees based on employment agreement between
Leif Martin Adams, D.O. and UCI Medical Affiliates, Inc.
(b.) Addition for nine months amortization of goodwill on a straight line
basis over 15 years.
(c.) Accrued interest on note payable at 8% for nine months.
(d.) Not applicable; Leif Martin Adams, D.O. 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 amended 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: September 1, 1998
