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
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UCI Medical Affiliates, Inc.
(Exact name of registrant as specified in its charter)
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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
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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 3, 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 13, 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 Clifton G. Aycock, M.D. 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 13, 1997.
b) Pro Forma Financial Information
The revised 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 beginning on page 3.
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"). (Previously
filed as an Exhibit to that certain Form 8-K/A on November 13,
1997.)
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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
================ ============== =============== =================
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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 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.
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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 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
----------------- ----------------- -------------------- -----------------
Assets
Cash and cash equivalents $ 119,538 $ 22,166 $ (22,166) (a) $
(1,500) (a) 118,038
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 (23,666) 6,886,202
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) 5,763,276
Other assets 268,908 -- --- 268,908
================= ================= ================== ==================
Total assets $ 17,688,230 $ 24,284 $ 19,216 $ 17,731,730
================= ================= ================== ==================
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 -- --- 330,679
----------------- ----------------- ------------------ ------------------
Total current 3,266,404 16 13,984 3,280,404
liabilities
Long-term debt, net of current
5,659,476 -- 29,500 (a) 5,688,976
----------------- ----------------- ------------------ ------------------
Total liabilities 8,925,880 16 43,484 8,969,380
----------------- ----------------- ------------------ ------------------
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) -- (e) (5,810,433)
----------------- ----------------- ------------------ ------------------
Total capital 8,762,350 24,268 (24,268) 8,762,350
----------------- ----------------- ------------------ ------------------
Total liabilities
and capital $ 17,688,230 $ 24,284 $ $ 17,731,730
19,216
================= ================= ================== ==================
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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 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.
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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 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.
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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
================== =================== ================== ==================
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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, 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.
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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
