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: March 1, 1998
---------------------------------
UCI Medical Affiliates, Inc.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <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 21 pages.
<PAGE>
This Form 8-K/A amends the Form 8-K filed with the Securities and Exchange
Commission on March 1, 1998 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 Allan M. Weldon, M.D., the
business acquired by the wholly-owned subsidiary of the
Company, are included in this report beginning on page number
three (3).
b) Pro Forma Financial Information
The pro forma financial information for Allan M. Weldon, 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 March 1, 1998.
Exhibit 2.1 - Asset Purchase Agreement executed on
February 18, 1998, to be effective Mach 1, 1998, 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 Allan M. Weldon,
M.D., a South Carolina resident ("Seller").
<PAGE>
Report on Audits of the Financial Statements of
Allan M. Weldon, M. D.
as of December 31, 1997 and 1996
<PAGE>
Contents
<TABLE>
<S> <C>
Page
Allan M. Weldon, M. D. Financial Statements
as of December 31, 1997 and 1996................................................................6-9
UCI Medical Affiliates, Inc. Pro Forma Combining Financial Statements:
Pro Forma Combining Balance Sheet at September 30, 1997..........................................13
Notes to Pro Forma Combining Balance Sheet.......................................................14
Pro Forma Combining Statement of Operations and Accumulated
Deficit for year ended September 30, 1997.....................................................15
Note to Pro Forma Combining Statement of Operations and
Accumulated Deficit...........................................................................16
UCI Medical Affiliates, Inc. Pro Forma Combining Financial Statements:
Pro Forma Combining Balance Sheet at December 31, 1997...........................................17
Notes to Pro Forma Combining Balance Sheet.......................................................18
Pro Forma Combining Statement of Operations and Accumulated
Deficit for the three months ended December 31, 1997..........................................19
Note to Pro Forma Combining Statement of Operations and
Accumulated Deficit...........................................................................20
</TABLE>
<PAGE>
Report of Independent Accountants
Board of Directors
UCI Medical Affiliates, Inc.
We have audited the accompanying balance sheets of Allan M. Weldon, M. D. (the
"Practice") as of December 31, 1997 and 1996 and the related statements of
operations, statements of changes in owner's equity and cash flows for the years
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 audits 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 audits provide 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 Allan M. Weldon, M. D. as of
December 31, 1997 and 1996, and the results of its operations, changes in
owner's equity and its 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
Allan M. Weldon, M. D. and do not include the personal accounts of the owner or
those of any other operations in which he may be engaged.
ORIGINAL SIGNED OPINION
ON SCOTT,
HOLLOWAY &
MCELVEEN, LLP,
LETTERHEAD IS
ON FILE IN THE
CORPORATE
OFFICE OF UCI
MEDICAL
AFFILIATES,
INC.
Columbia, South Carolina
April 29, 1998
<PAGE>
Allan M. Weldon, M. D.
Balance Sheets
December 31,
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<S> <C> <C>
1997 1996
------------------ ---------------
Assets
Current assets:
Cash and cash equivalents $ 3,885 $ 0
Accounts receivable, net 15,569 23,364
------------------ ---------------
Total current assets 19,454 23,364
------------------ ---------------
Property and equipment, net 82,292 91,128
------------------ ---------------
Total assets $ 101,746 $114,492
================== ===============
Liabilities and Owner's Equity
Current liabilities:
Book overdraft $ 0 3,483
Line of credit 15,011 5,500
Accounts payable and accrued expenses 2,860 2,210
Current maturities of capital leases 2,694 4,889
Current maturities of long-term debt 7,998 7,998
------------------ ---------------
Total current liabilities 28,563 24,080
Capital leases, net of current portion 0 2,694
Long-term debt, net of current portion 25,909 33,011
------------------ ---------------
Total liabilities 54,472 59,785
------------------ ---------------
Owner's equity
Capital 47,274 54,707
------------------ ---------------
Owner's equity 47,274 54,707
------------------ ---------------
Total liabilities and owner's equity $ 101,746 $ 114,492
================== ===============
</TABLE>
The accompanying notes are an integral part of
these financial statements.
<PAGE>
Allan M. Weldon, M. D.
Statements of Operations
for the years ended December 31,
1997 1996
------------- ----------------
Net medical revenue $ 268,136 $310,420
Operating costs
138,562 104,479
-------------- ----------------
Operating Margin 129,574 205,941
Depreciation and amortization 8,836 8,551
General and administrative expenses 21,602 34,728
-------------- ----------------
Income from operations 99,136 162,662
Interest expense 6,183 4,971
-------------- ----------------
Net income $ 92,953 $157,691
============== ================
The accompanying notes are an integral part of
these financial statements.
<PAGE>
Allan M. Weldon, M. D.
Statements of Changes in Owner's Equity
for the years ended December 31, 1997 and 1996
Balance, January 1, 1996 $ 37,115
Net income 157,691
Owner's draws (140,099)
------------------
Balance, December 31, 1996 54,707
Net income 92,953
Owner's draws (100,386)
------------------
Balance, December 31, 1997 $ 47,274
==================
The accompanying notes are an integral part of
these financial statements.
<PAGE>
Allan M. Weldon, M. D.
Statements of Cash Flows
for the years ended December 31,
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<S> <C> <C>
1997 1996
------------------ ------------------
Operating activities:
Net income $ 92,953 $ 157,691
Adjustments to reconcile net income to cash provided by
operating activities:
Depreciation and amortization 8,836 8,551
Changes in operating assets and liabilities:
Accounts receivable 7,795 (20,231)
Accounts payable and accrued expenses 650 (1,426)
Book overdraft (3,483) 3,483
------------------ ------------------
Cash provided by operating activities 106,751 148,068
------------------ ------------------
Investing activities:
Purchases of furniture and equipment 0 (5,782)
------------------ ------------------
Cash used by investing activities 0 (5,782)
------------------ ------------------
Financing activities:
Proceeds from line of credit, net 9,511 5,500
Repayments on capital leases (4,889) (4,292)
Repayments on long-term debt (7,102) (7,545)
Payment of owner's draws (100,386) (140,099)
------------------ ------------------
Cash used by financing activities (102,866) (146,436)
------------------ ------------------
Increase (decrease) in cash and cash equivalents 3,885 (4,150)
Cash and cash equivalents, beginning of year 0 4,150
------------------ ------------------
Cash and cash equivalents, end of year $ 3,885 $ 0
================== ==================
Supplemental cash flow information:
Cash paid for interest $ 6,183 $ 4,971
================== ==================
</TABLE>
The accompanying notes are an integral part of
these financial statements.
<PAGE>
Allan M. Weldon, M.D.
Notes to Financial Statements
Note 1. Significant Accounting Policies
Organization - Allan M. Weldon, M. D. is the sole owner of Allan M. Weldon,
M. D. (the "Practice") located in Columbia, South Carolina. The Practice
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
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, 1997, 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.
Property and Equipment - Property and equipment is reported at cost.
Depreciation for financial reporting purposes is computed principally by using
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 these 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. The fair value of the line of credit and debt are
estimated by management to approximate their respective carrying values due to
their market interest rates.
<PAGE>
Note 2. Property and Equipment
At December 31, property and equipment consisted of the following:
1997 1996
----------------- ------------------
Land $ 10,000 $ 10,000
Building 88,467 88,467
Furniture and fixtures 57,839 57,839
Vehicles 18,850 18,850
Building Improvements 4,558 4,558
------------------ ------------------
179,714 179,714
Accumulated depreciation (97,422) (88,586)
------------------ ------------------
Property and equipment, net $ 82,292 $ 91,128
================ ==================
Note 3. Financing Arrangements
A summary of the Practice's financing arrangements at December 31, follows:
<TABLE>
<S> <C> <C>
1997 1996
------------------ ------------------
Notepayable to a bank in monthly installments of $889,
including principal and
interest at prime plus 1 percent,
maturing October 2001, collateralized by real estate. $ 33,907 $ 41,009
Capital lease payable to a leasing company in monthly
installments of $466, including principal and interest at
13 percent, maturing June 1998, collateralized by
equipment. 2,694 7,583
Line of credit payable to a bank bearing interest at prime
plus 1 percent, expiring August 1998, unsecured.
15,011 5,500
------------------ ------------------
Total financial obligations 51,612 54,092
Less current portion of notes and capital lease payable (10,692) (12,887)
Line of credit (15,011) (5,500)
------------------ ------------------
$ 25,909 $ 35,705
================== ==================
</TABLE>
The aggregate maturities of debt as of December 31, 1997 are as follows:
1998 $ 25,703
1999 8,732
2000 9,533
2001 7,644
------------------
$ 51,612
==================
At December 31, 1997 and 1996, the Practice has an unused line of credit
totaling approximately $15,000 and $14,500, respectively.
<PAGE>
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 draws. For the years
ended December 31, 1997 and 1996, draws paid to, or on behalf of, the owner
totaled approximately $100,000 and $140,000, respectively.
Note 5. Concentration of Credit Risk
In the normal course of providing health care services, the Practice extends
credit to patients in the Columbia, 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, 1997, 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 March 1, 1998, 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 $235,000 consisting of $75,000 in restricted common stock of UCI,
payment of $50,000 in cash, and the execution of an interest-bearing promissory
note for $110,000, maturing approximately thirty-six months after closing. As a
condition of the transaction, the owner entered into a five-year physician
services agreement to provide, on average, forty hours per week of physician
services.
<PAGE>
UCI Medical Affiliates, Inc.
Pro Forma Combining Balance Sheet
September 30, 1997
(Unaudited)
The following pro forma combining balance sheet is based on the individual
balance sheets of UCI Medical Affiliates, Inc. as of September 30, 1997 per the
Company's Annual Report and Allan M. Weldon, M. D. as of December 31, 1997
appearing in Item 7(a) of this filing. The information has been prepared to
reflect the acquisition by UCI Medical Affiliates, Inc. of Allan M. Weldon, 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.
<TABLE>
<S> <C> <C> <C> <C>
Historical
---------------------------------
UCI Medical Allan M.
Affiliates, Weldon, Pro Forma Pro Forma
Inc. M. D. Adjustments Combined
--------------- -------------- ---------------- --------------
Assets
Cash and cash equivalents $ 14,676 $ 3,885 $ (3,885) (a.) $ 14,676
Accounts receivable - net 5,943,884 15,569 _ 5,959,453
Inventory 502,888 _ _ 502,888
Deferred taxes 334,945 _ _ 334,945
Prepaids and other assets 579,217 _ _ 579,217
--------------- -------------- ---------------- --------------
Total current assets 7,375,610 19,454 (3,885) 7,391,179
Property and equipment, net 4,002,699 82,292 (73,770) (a.) 4,011,221
Deferred taxes 1,417,237 _ _ 1,417,237
Goodwill 7,801,607 _ 210,909 (a.)
(14,060) (b.) 7,998,456
Other assets 266,379 _ _ 266,379
=============== ============== ================ ==============
Total assets $ 20,863,532 $ 101,746 $ 119,194 $ 21,084,472
=============== ============== ================ ==============
Liabilities and Capital
Current portion of long-term debt
$ 840,879 $ 25,703 $ (25,703) (a.)
25,700 (a.) $ 866,579
Current debt to employees 177,445 _ _ 177,445
Accounts payable 2,039,506 2,860 (2,860) (a.) 2,039,506
Accrued salaries and taxes 959,068 _ _ 959,068
Other accrued liabilities 437,667 _ 5,662 (c.)
50,000 (a.) 493,329
--------------- -------------- ---------------- --------------
Total current liabilities 4,454,565 28,563 52,799 4,535,927
Long-term debt, net of current 6,438,655 25,909 (25,909) (a.)
84,300 (a.) 6,522,955
Non-current debt to employees 481,815 _ _ 481,815
--------------- -------------- ---------------- --------------
Total liabilities 11,375,035 54,472 111,190 11,540,697
--------------- -------------- ---------------- --------------
Common stock 287,248 _ 1,622 (a.) 288,870
Owner's equity _ 47,274 (47,274) (a.) _
Paid-in capital 15,435,535 _ 73,378 (a.) 15,508,913
Accumulated deficit (6,234,286) _ (19,722) (d.) (6,254,008)
--------------- -------------- ---------------- --------------
Total capital 9,488,497 47,274 8,004 9,543,775
=============== ============== ================ ==============
Total liabilities and $ 20,863,532 $ 101,746 $ 119,194 $ 21,084,472
capital
=============== ============== ================ ==============
</TABLE>
<PAGE>
UCI Medical Affiliates, Inc.
Notes to Pro Forma Combining Balance Sheet
September 30, 1997
(Unaudited)
1. The pro forma combining balance sheet has been prepared to reflect the
acquisition of Allan M. Weldon, M. D. by UCI Medical Affiliates, Inc. for an
aggregate price of $235,000. The purchase was effective on March 1, 1998. The
combining balance sheet reflects the balances of UCI at September 30, 1997 and
Allan M. Weldon, M. D. at December 31, 1997. Pro forma adjustments are made to
reflect:
(a.) The assets acquired consisted of: The purchase price consisted of:
$ 15,569 Accounts receivable $ 1,622 Common stock
8,522 Furniture, equipment 73,378 Additional paid-in-capital
210,909 Goodwill 110,000 Note payable
50,000 Cash paid at closing
======= =======
$235,000 $ 235,000
======= =======
Issuance of 32,433 shares of restricted common stock par value of $0.05
at estimated per share value of $2.31.
$25,700 of the note payable is recorded as currently due; $84,300 is
recorded as non-current.
Certain cash deposits ($3,885), and the building and premises ($73,770)
were not acquired. Accounts payable ($2,860), long-term debt ($51,612)
and prior owner's equity ($47,274) were not assumed.
(b.) Excess of acquisition cost over the fair values of net assets acquired
(goodwill) less one year's amortization. ($210,909 goodwill less $14,060
amortization)
(c.) Accrued interest for one year on 6% note issued.
(d.) 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, 1997
(Unaudited)
The following pro forma combining statement of operations and accumulated
deficit is based on the individual statements of operations and accumulated
deficit of UCI Medical Affiliates, Inc. as of September 30, 1997 per the
Company's Annual Report and Allan M. Weldon, M. D. as of December 31, 1997
appearing in item 7(a) of this filing. The information has been prepared to
reflect the acquisition by UCI Medical Affiliates, Inc. of Allan M. Weldon, 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.
<TABLE>
<S> <C> <C> <C> <C>
Historical
--------------------------------------
Allan M.
UCI Medical Weldon, Pro Forma Pro Forma
Affiliates, Inc. M. D. Adjustments Combined
------------------- --------------- -------------- ----------------
Revenues $27,924,772 $ 268,136 $ _ $ 28,192,908
Operating costs 26,466,294 138,562 100,386 (c.) 26,705,242
------------------- --------------- -------------- ----------------
Operating margin 1,458,478 129,574 (100,386) 1,487,666
General and administrative
expenses 153,445 21,602 _ 175,047
Depreciation and amortization 1,250,349 8,836 14,060 (a.) 1,273,245
------------------- --------------- -------------- ----------------
Income from operations 54,684 99,136 (114,446) 39,374
Interest expense, net (812,749) (6,183) (5,662) (b.) (824,594)
Gain on equipment 8,809 _ _ 8,809
------------------- --------------- -------------- ----------------
Income (loss) before income
tax (749,256) 92,953 (120,108) (776,411)
Benefit for income taxes 665,530 _ _ 665,530
------------------- --------------- -------------- ----------------
Net (loss) income (83,726) 92,953 (120,108) (110,881)
Accumulated (deficit)
earnings - beginning of
year (6,150,560) 54,707 (47,274) (6,143,127)
Owner's draws _ (100,386) 100,386 (c.) _
------------------- --------------- -------------- ----------------
Accumulated deficit
(earnings) - end of year $ (6,234,286) $ 47,274 $ (66,996) $ (6,254,008)
=================== =============== ============== ================
Net loss per common and common share equivalent:
$ (0.02) (d.) _ $
-
=================== =============== ============== ================
Weighted average common
shares outstanding 5,005,081 (d.) _ 5,037,514
=================== =============== ============== ================
</TABLE>
<PAGE>
UCI Medical Affiliates, Inc.
Note to Pro Forma Combining
Statement of Operations and
Accumulated Deficit for the
year ended September 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.) Addition for amortization of goodwill on a straight line basis over 15
years.
(b.) Interest expense for one year on 6% note issued.
(c.) Employment contract provides for annual compensation of approximately
$100,000 which resulted in reclassification of owner draws.
(d.) Not applicable; Allan M. Weldon, M. D. was not required to, and did
not, compute earnings per share.
<PAGE>
UCI Medical Affiliates, Inc.
Pro Forma Combining Balance Sheet
December 31, 1997
(Unaudited)
The following pro forma combining balance sheet is based on the individual
balance sheets of UCI Medical Affiliates, Inc. as of December 31, 1997 per the
Company's Form 10QSB and Allan M. Weldon, M. D. as of December 31, 1997. The
information has been prepared to reflect the acquisition by UCI Medical
Affiliates, Inc. of Allan M. Weldon, 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.
<TABLE>
<S> <C> <C> <C> <C>
Historical
---------------------------------
Allan M.
UCI Medical Weldon, Pro Forma Pro Forma
Affiliates, M. D. Adjustments Combined
Inc.
---------------- ---------------- --------------- ----------------
Assets
Cash and cash equivalents $ _ $ 3,885 $ (3,885) (a.) $
-
Accounts receivable - net 6,862,480 15,569 6,878,049
Inventory 538,396 538,396
Deferred taxes 334,945 334,945
Prepaids and other assets 629,653 629,653
---------------- ---------------- --------------- ----------------
Total current assets 8,365,474 19,454 (3,885) 8,381,043
Property and equipment, net 4,474,621 82,292 (73,770) (a.) 4,483,143
Deferred taxes 1,417,237 1,417,237
Goodwill 8,437,440 210,909 (a.)
(3,515) (b.) 8,644,834
Other assets 266,380 266,380
================ ================ =============== ================
Total assets $ 22,961,152 $ 101,746 $ 129,739 $ 23,192,637
================ ================ =============== ================
Liabilities and Capital
Current portion of long-term debt
$ 916,411 $ 25,703 $ (25,703) (a.)
8,400 (a.) $
924,811
Current debt to employees 201,518 8,681 (d.) 210,199
Accounts payable 2,956,625 2,860 (2,860) (a.) 2,956,625
Accrued salaries and taxes 676,107 676,107
Other accrued liabilities 371,630 1,610 (c.)
50,000 (a.) 423,240
---------------- ---------------- --------------- ----------------
Total current liabilities 5,122,291 28,563 40,128 5,190,982
Long-term debt, net of current 7,833,551 25,909 (25,909) (a.)
101,600 (a.) 7,935,151
Non-current debt to employees 564,782 564,782
---------------- ---------------- --------------- ----------------
Total liabilities 13,520,624 54,472 115,819 13,690,915
---------------- ---------------- --------------- ----------------
Common stock 302,608 1,622 (a.) 304,230
Owner's capital 47,274 (47,274) (a.)
Paid-in capital 16,249,546 73,378 (a.) 16,322,924
Accumulated (deficit) (7,111,626) (13,806) (e.)
(7,125,432)
---------------- ---------------- --------------- ----------------
Total capital 9,440,528 47,274 13,920 9,501,722
---------------- ---------------- --------------- ----------------
Total liabilities and $ 22,961,152 $ 101,746 $ 129,739 $ 23,192,637
capital
================ ================ =============== ================
</TABLE>
<PAGE>
UCI Medical Affiliates, Inc.
Notes to Pro Forma Combining Balance Sheet
December 31, 1997
(Unaudited)
1. The pro forma combining balance sheet has been prepared to reflect the
acquisition of Allan M. Weldon, M. D. by UCI Medical Affiliates, Inc. for an
aggregate price of $235,000. The purchase was effective on March 1, 1998. The
combining balance sheet reflects the balances of UCI at December 31, 1997, and
Allan M. Weldon, M. D. at December 31, 1997. Pro forma adjustments are made to
reflect:
(a.) The assets acquired consisted of: The purchase price consisted of:
$ 15,569 Accounts receivable $ 1,622 Common stock
8,522 Furniture , equipment 73,378 Additional paid-in-capital
210,909 Goodwill 110,000 Note payable
50,000 Cash paid at closing
======== ==========
$ 235,000 $ 235,000
======== ==========
Issuance of 32,433 shares of restricted common stock par value of $0.05
at estimated per share value of $2.31.
$8,400 of the note payable is recorded as currently due, $101,600 is
recorded as non-current.
Certain cash deposits ($3,885), and the building and premises ($73,770)
were not acquired. Accounts payable ($2,860), long-term debt ($51,612)
and prior owner's equity ($47,274) were not assumed.
(b.) Excess of acquisition cost over the fair values of net assets acquired
(goodwill) less three month's amortization. ($210,909 goodwill less $3,515
amortization)
(c). Accrued interest for three months on 6% note issued.
(d). Difference between yearly contractual salary of $100,000, or $25,000
for three months, and owner draws of $16,319.
(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 three months ended December
31, 1997
(Unaudited)
The following pro forma combining statement of operations and accumulated
deficit is based on the individual statements of operations and accumulated
deficit of UCI Medical Affiliates, Inc. as of December 31, 1997 per the
Company's Form 10QSB and Allan M. Weldon, M. D. as of December 31, 1997. The
information has been prepared to reflect the acquisition by UCI Medical
Affiliates, Inc. of Allan M. Weldon, 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.
<TABLE>
<S> <C> <C> <C> <C>
Historical
---------------------------------------
UCI Medical Allan M. Weldon, Pro Forma Pro Forma
Affiliates, Inc. M. D. Adjustments Combined
------------------ ------------------- ------------------ ------------------
Revenues $ 8,077,876 $ 67,034 $ _ $8,144,910
Operating costs 8,243,266 34,641 25,000 (c.) 8,302,907
------------------ ------------------- ------------------ ------------------
Operating margin (deficit) (165,390) 32,393 (25,000) (157,997)
General and administrative
expenses 25,434 5,401 30,835
Depreciation and amortization 406,168 2,209 3,515 (a.) 411,892
------------------ ------------------- ------------------ ------------------
Income (loss) from operations (596,992) 24,783 (28,515) (600,724)
Interest expense, net (279,351) (1,546) (1,610) (b.) (282,507)
Loss on equipment (439) (439)
------------------ ------------------- ------------------ ------------------
Income (loss) before income tax
(876,782) 23,237 (30,125) (883,670)
Benefit for income taxes (558) (558)
------------------ ------------------- ------------------ ------------------
Net income (loss) (877,340) 23,237 (30,125) (884,228)
Accumulated (deficit) earnings
- - beginning of period (6,234,286) 40,356 (47,274) (6,241,204)
Owner's draws (16,319) 16,319 (c.) -
------------------ ------------------- ------------------ ------------------
Accumulated (deficit) earnings
- - end of period $ (7,111,626) $ 47,274 $(61,080) $(7,125,432)
================== =================== ================== ==================
Basic earnings (loss) per share: $ (0.15) (d.) $ (0.15)
================== =================== ================== ==================
Basic weighted average common
shares outstanding 6,041,980 (d.) 6,074,413
================== =================== ================== ==================
Diluted loss per share $ (0.14) (d.) $ (0.15)
================== =================== ================== ==================
Diluted weighted average common
shares outstanding 6,061,945 (d.) 6,094,378
================== =================== ================== ==================
</TABLE>
<PAGE>
UCI Medical Affiliates, Inc.
Note to Pro Forma Combining Statement of
Operations and Accumulated Deficit
for the three months ended December
31, 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.) Addition for three months amortization of goodwill on a straight line
basis over 15 years.
(b). Interest expense for three months on 6% note issued.
(c.) Employment compensation provides for annual compensation of
approximately $100,000, or $25,000 for three months, which resulted in
reclassification of owner draws.
(d.) Not applicable; Allan M. Weldon, 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/M.F. McFarland, III, M.D. /s/ Jerry F. Wells, Jr., CPA
Marion F. McFarland, III, M.D. Jerry F. Wells, Jr., CPA
President, Chief Executive Officer and Executive Vice President of Finance,
Chairman of the Board Chief Financial Officer and
Principal Accounting Officer
Date: May 11, 1998
