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: August 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 August 5, 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 October 14, 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 Springwood Lake Family Practice
Center, P.A., 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 October 14, 1997.
b) Pro Forma Financial Information
The revised pro forma financial information for Springwood Lake
Family Practice Center, P.A., the business acquired by the
wholly-owned subsidiary of the Company, is included in this report
beginning on page 15.
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
August 5, 1997.
Exhibit 2.1 - Merger Agreement dated and executed on July 17,
1997, to be effective as of August 1, 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"); Springwood Lake Family Practice Center, P.A., a
South Carolina professional corporation ("Springwood"); Springwood
Lake Occupational Medicine Center, P.A., a South Carolina
professional corporation and wholly-owned subsidiary of Springwood
("SLOMC"); Stephen F. Serbin, M.D. ("Serbin"); Peter J. Stahl,
M.D. ("Stahl"); Sharon Silverman, M.D. ("Silverman"); and Woodhill
Family Practice Center, a South Carolina general partnership
("Woodhill"). (Previously filed as an Exhibit to that certain Form
8-K/A filed on October 14, 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 Springwood Lake
Family Practice Center, P.A. 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 Springwood Lake Family Practice Center, 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.
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Springwood
Lake Family
UCI Medical Practice Pro Forma Pro Forma
Affiliates, Inc. Center, P.A. Adjustments Combined
---------------- -------------- --------------- -----------------
Revenue $ 23,254,351 $ 2,225,543 $ -- $ 25,479,894
Operating costs 21,525,421 1,992,802 (71,845) (a)
13,000 (d) 23,459,378
---------------- -------------- --------------- -----------------
Operating margin 1,728,930 232,741 58,845 2,020,516
General and administrative
expenses 148,637 220,983 -- 369,620
Depreciation and amortization 961,115 32,275 127,166 (b) 1,120,556
---------------- -------------- --------------- -----------------
Income from operations 619,178 (20,517) (68,321) 530,340
Interest expense, net (582,937) (24,027) (50,800) (c) (657,764)
Gain on equipment 2,105 -- -- 2,105
---------------- -------------- --------------- -----------------
Income before income tax 38,346 (44,544) (119,121) (125,319)
Income tax benefit (expense) 427,733 -- -- 427,733
---------------- -------------- --------------- -----------------
Net (loss) income 466,079 (44,544) (119,121) 302,414
Accumulated deficit - beginning
of year (6,616,639) 83,663 -- (6,532,976)
Redemption -- (35,000) -- (35,000)
---------------- -------------- --------------- -----------------
Accumulated deficit - end of
year $ (6,150,560) $ 4,119 (119,121) $ (6,265,562)
================ ============== =============== =================
Earnings per common and common equivalent share:
Net income $ .11 (e) -- $ .06
================ ============== =============== =================
Weighted average shares of
common stock outstanding 4,294,137 (e) -- 4,811,786
================ ============== =============== =================
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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. Does not include any potential fees or
productivity or other incentives provided for in employment contracts
between the Springwood Lake Family Practice Center 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 8.5% for two month loan term.
(d.) Net increase in rental expense for office facilities based on rental
agreements executed between the parties.
(e.) Not applicable; Springwood Lake Family Practice Center, P.A. 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 Springwood Lake Family Practice Center, P.A. as of June
30, 1997. The information has been prepared to reflect the acquisition by UCI
Medical Affiliates, Inc. of Springwood Lake Family Practice Center, 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.
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Springwood Lake
Family Practice
UCI Medical Center, P.A. Pro Forma Pro Forma
Affiliates, Inc. Adjustments Combined
----------------- ----------------- -------------------- -----------------
Assets
Cash and cash equivalents $ 119,538 $ 11,453 $ (200,000) (a) $ (69,009)
(15,125)
Accounts receivable - net 5,743,707 325,433 -- 6,069,140
Medical supplies inventory 379,647 -- -- 379,647
Deferred taxes 197,056 -- -- 197,056
Prepaids and other assets 445,636 -- -- 445,636
----------------- ----------------- ------------------ ------------------
Total current assets 6,885,584 336,886 (200,000) 7,022,470
Property, plant and
equipment, net 3,433,218 208,568 -- 3,641,786
Deferred taxes 1,380,126 -- -- 1,380,126
Goodwill 5,720,394 -- 1,907,495 (a) 7,627,889
Other assets 268,908 488 -- 269,396
----------------- ----------------- ------------------ ------------------
Total assets $ 17,688,230 $ 545,942 $ 1,707,495 $ 19,941,667
================= ================= ================== ==================
Liabilities and Capital
Current portion - long-term
debt $ 854,903 $ 320,879 $ 83,000 (a) $ 1,258,782
Accounts payable 1,627,827 20,414 -- 1,648,241
Accrued payroll 452,995 4,358 -- 457,353
Other accrued liabilities 330,679 100,388 7,495 (a) 438,562
----------------- ----------------- ------------------ ------------------
Total current
liabilities 3,266,404 446,039 90,495 3,802,938
Deferred taxes -- 2,234 -- 2,234
Long-term debt, net of current
5,659,476 87,510 517,000 (a) 6,263,986
----------------- ----------------- ------------------ ------------------
Total liabilities 8,925,880 535,783 607,495 10,069,158
----------------- ----------------- ------------------ ------------------
Common stock 260,390 1,500 25,882 (a) 287,772
Paid-in capital 14,312,393 -- 1,074,118 (a) 15,386,511
Accumulated earnings (deficit) (5,810,433) 8,659 (5,801,774)
----------------- ----------------- ------------------ ------------------
Total capital 8,762,350 10,159 1,100,000 9,872,509
----------------- ----------------- ------------------ ------------------
Total liabilities
and capital $ 17,688,230 $ 545,942 $ 1,707,495 $ 19,941,667
================= ================= ================== ==================
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UCI Medical Affiliates, Inc.
Note 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 Springwood Lake Family Practice Center, P.A. by UCI Medical
Affiliates, Inc. for an aggregate price of $2,271,250. The purchase occurred on
August 1, 1997. The combining balance sheet reflects the balances of UCI at June
30, 1997 and Springwood Lake Family Practice Center, P.A. at June 30, 1997. Pro
forma adjustments are made to reflect:
(a.) The assets acquired and liabilities
assumed consisted of: The purchase price consisted of:
$ 304,743 Accounts receivable $ 25,882 Common stock
230,262 Furniture, equipment 1,074,118 Additional paid-in-capital
1,907,495 Goodwill 600,000 Note payable
(371,250) Liabilities assumed 200,000 Cash paid at closing
200,000 Cash paid at closing 371,250 Liabilities assumed
-------- --------
$2,271,250 $2,271,250
========= =========
Issuance of 517,649 shares of restricted common stock valued at
$1,100,000 at estimated per share value of $2.12.
$83,000 of the note payable is recorded as currently due, $517,000 is
recorded as noncurrent.
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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 Springwood Lake Family
Practice Center, P.A. as of June 30, 1997. The information has been prepared to
reflect the acquisition by UCI Medical Affiliates, Inc. of Springwood Lake
Family Practice Center, P.A. after giving effect to the pro forma adjustments
described in Note 1. Information for the nine months ended June 30, 1997 for
Springwood Lake Family Practice Center, P.A. is estimated since Springwood Lake
Family Practice Center, 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.
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Springwood Lake
UCI Family Practice
Medical Center, P.A. Pro Forma Pro Forma
Affiliates, Inc. Adjustments Combined
------------------ ------------------- ------------------ ------------------
Revenue $ 20,299,676 $ 1,783,040 $ -- $ 22,082,716
Operating costs 18,876,302 1,574,097 (53,884) (a)
9,750 (d) 20,406,265
------------------ ------------------- ------------------ ------------------
Operating margin 1,423,374 208,943 44,134 1,676,451
General and administrative
Expenses 127,881 161,764 -- 289,645
Depreciation and amortization 892,372 29,763 95,375 (b) 1,017,510
------------------ ------------------- ------------------ ------------------
Income from operations 403,121 17,416 (51,241) 369,296
Interest expense, net (570,951) (22,513) (40,000) (c) (633,464)
Gain on equipment 8,809 -- -- 8,809
------------------ ------------------- ------------------ ------------------
Income(loss) before income tax
(159,021) (5,097) (91,241) (255,359)
Income tax benefit 499,148 -- -- 499,148
------------------ ------------------- ------------------ ------------------
Net income 340,127 (5,097) (91,241) 243,789
Accumulated deficit -
beginning of period (6,150,560) 15,990 -- (6,134,570)
------------------ ------------------- ------------------ ------------------
))
Accumulated deficit - end of
period $ (5,810,433) $ 10,893 (91,241) $ (5,890,781)
================== =================== ================== ==================
(f)
Earnings per common and common equivalent share:
Net income $ .07 (e) -- $ .05
================== =================== ================== ==================
(a)
Weighted average shares of (a)
common stock outstanding
4,819,527 (e) -- 5,337,176
================== =================== ================== ==================
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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. Does not include any potential fees or
productivity or other incentives provided for in employment contracts
between the Springwood Lake Family Practice Center 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 8.5% for nine months.
(d.) Net increase in rental expense for office facilities for nine months
based on rental agreements executed between the parties.
(e.) Not applicable; Springwood Lake Family Practice Center, P.A. 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 2, 1998
